INTERMEDIA COMMUNICATIONS INC
424B3, 1998-01-15
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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                                                      RULE NO. 424(b)(3)
                                                      REGISTRATION NO. 333-33415
 
PROSPECTUS

                        INTERMEDIA COMMUNICATIONS INC.

6,900,000 DEPOSITARY SHARES EACH REPRESENTING A ONE HUNDREDTH INTEREST IN A
SHARE OF 7% SERIES D JUNIOR CONVERTIBLE PREFERRED STOCK, 69,000 SHARES OF 7%
SERIES D JUNIOR CONVERTIBLE PREFERRED STOCK, 4,465,828 SHARES OF COMMON STOCK 
AND COMMON STOCK ISSUABLE AS DIVIDENDS ON THE 7% SERIES D JUNIOR CONVERTIBLE 
PREFERRED STOCK.
                                _______________
          
          This Prospectus is being used in connection with the offering from
time to time by certain holders (the "Selling Securityholders") of (1)
depositary shares (the "Depositary Shares") each representing a one hundredth
interest in a share of 7% Series D Junior Convertible Preferred Stock ("Series D
Preferred Stock"), liquidation preference $2,500 per share (equivalent to $25.00
per Depositary Share; the "Liquidation Preference"), par value $1.00 per share
of Intermedia Communications Inc. (the "Company" or "Intermedia"), (2) the
shares of Series D Preferred Stock and the shares (the "Common Shares") of
common stock, $.01 par value per share, of the Company (the "Common Stock")
issuable upon conversion of the Series D Preferred Stock and/or the Depositary
Shares and (3) the Universal Shares (as defined herein) (the Depositary Shares,
Series D Preferred Stock, Common Shares and Universal Shares are collectively
referred to herein as the "Securities"). This Prospectus is also being used in
connection with the issuance by the Company from time to time during the two
year period commencing on the date of this Prospectus and in accordance with the
Certificate of Designation (as defined herein) of an indeterminate number of
shares of Common Stock issuable by the Company in lieu of cash as dividends on
the Series D Preferred Stock (the "Dividend Shares"). See "Description of
Preferred Stock--Dividends." The Depositary Shares were originally issued by the
Company in a private placement on July 9, 1997 (the "First Closing") and
purchased by Bear Stearns & Co., Inc. and Salomon Brothers Inc (the "Initial
Purchasers") pursuant to a purchase agreement (the "Purchase Agreement") dated
as of July 2, 1997 between the Company and the Initial Purchasers. Subsequently,
the Initial Purchasers exercised the over-allotment option in connection
therewith. The First Closing and the over-allotment exercise are collectively
referred to herein as the "July 9 Equity Offering". The Initial Purchasers, in
turn, resold the Depositary Shares in private sales pursuant to exemptions from
registration under the Securities Act of 1933, as amended.     
                                                        
                                                        (continued on next page)

            PROSPECTIVE INVESTORS SHOULD CONSIDER CAREFULLY MATTERS
             DISCUSSED UNDER THE CAPTION "RISK FACTORS" ON PAGE 3.
                             _____________________

           THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
      THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE SECURITIES AND 
                              EXCHANGE COMMISSION
        PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY 
             REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
                             _____________________

          NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. NEITHER THE DELIVERY OF
THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE
ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY
SINCE THE DATE HEREOF.

          THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
    
              THE DATE OF THIS PROSPECTUS IS JANUARY 15, 1998.
     
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          This prospectus is also being used in connection with the offering
from time to time by certain holders (the "W&B Holders") of 31,380 shares of
Common Stock (the "Universal Shares") which were acquired by the W&B Holders
from the Company on December 6, 1996 in connection with the acquisition by the
Company of W&B (formerly known as Universal Telecom, Inc. d/b/a Universal
Telecom Technologies ("Universal")) pursuant to an asset acquisition agreement,
dated December 6, 1996 among the Company, Universal, William M. Wunderlich and
Ray Bove (the "Asset Acquisition Agreement"). As of January 15, 1998, 8,424 of
the Universal Shares are subject to an escrow arrangement.
                                                                                
          Holders of the Depositary Shares are entitled to all proportional
rights and preferences of the Series D Preferred Stock (including dividend,
voting, redemption and liquidation rights). Dividends on the Series D Preferred
Stock accrue at a rate per annum equal to 7% of the Liquidation Preference per
share of Series D Preferred Stock and are payable quarterly, in arrears, on July
15, October 15, January 15 and April 15 of each year, commencing on October 15,
1997. Dividends are payable in cash or at the option of the Company, in shares
of Common Stock, or a combination thereof. The Depositary Shares are
convertible, subject to prior redemption at any time after October 7, 1997, at
the option of the holder thereof into Common Stock at a conversion price of
$38.90 per share, subject to certain adjustments.                        

          The Series D Preferred Stock and the Depositary Shares are redeemable,
in whole or in part, at the option of the Company at any time on or after July
19, 2000, at the redemption prices set forth herein, plus accumulated and unpaid
dividends and Preferred Stock Liquidated Damages (as defined herein), if any,
thereon to the redemption date. See "Description of Preferred Stock" and
"Description of Depositary Shares." Upon the occurrence of a Preferred Stock
Change of Control (as defined herein), the Company will be required to make an
offer to repurchase all outstanding shares of Series D Preferred Stock at a
price equal to 100% of the Liquidation Preference thereof, plus accumulated and
unpaid dividends and Preferred Stock Liquidated Damages, if any, thereon to the
repurchase date.
                                                                                
          The Series D Preferred Stock ranks (i) senior to all Junior Securities
(as defined herein), including all Common Stock of the Company; (ii) on a parity
with any Parity Securities (as defined herein); and (iii) junior to each class
of Senior Securities (as defined herein), including the Company's outstanding 13
1/2% Series B Redeemable Exchangeable Preferred Stock due 2009 ("Series B
Preferred Stock"), and junior to all indebtedness and other obligations of the
Company and its subsidiaries. As of June 30, 1997, on a pro forma basis after
giving effect to the July 9 Equity Offering and the concurrent private placement
of $649 million principal amount at maturity of 11 1/4% Notes on July 9, 1997
(including the exercise of the over-allotment option in connection therewith)
(the "July 9 Debt Offering", and collectively with the July 9 Equity Offering,
the "July 9 Offerings") and the application of the proceeds therefrom, the
Series D Preferred Stock would have been junior in right of payment to
approximately $985.6 million of liquidation preference of Series B Preferred
Stock and total indebtedness and other obligations of the Company and its
subsidiaries. See "Description of Preferred Stock-Ranking."
    
          The Securities may be sold from time to time to purchasers directly by
the Selling Securityholders. Alternatively, the Selling Securityholders may from
time to time offer the Securities through brokers, dealers or agents who may
receive compensation in the form of discounts, concessions or commissions from
the Selling Securityholders and/or the purchasers of the Securities for whom
they may act as agent. The Selling Securityholders and any such brokers, dealers
or agents who participate in the distribution of the Securities may be deemed to
be "underwriters", and any profits on the sale of the Securities by them and any
discounts, commissions or concessions received by any such brokers, dealers or
agents might be deemed to be underwriting discounts and commissions under the
Securities Act. To the extent the Selling Securityholders may be deemed to be
underwriters, the Selling Securityholders may be subject to certain statutory
liabilities of the Securities Act, including, but not limited to, Sections 11,
12 and 17 of the Securities Act and Rule 10b-5 under the Exchange Act. See "Plan
of Distribution." The Selling Securityholders and any other person participating
in such distribution will be subject to applicable provisions of the Exchange
Act and the rules and regulations thereunder, including, without limitation,
Regulation M, which may limit the timing of purchases and sales of any of the
Securities by the Selling Securityholders and any other such person. All of the
foregoing may affect the marketability of the Securities and the ability of any
person or entity to engage in market-making activities with respect to the
Securities.     

                                       ii

<PAGE>
 
   
          The Company will not receive any proceeds from the sale of the
Securities or the issuance of the Dividend Shares offered hereby. The Company
has agreed to pay substantially all of the expenses incidental to the
registration, offering and sale of the Securities to the public other than
commissions, fees and discounts of underwriters, brokers, dealers and agents.
    

    
          On September 11, 1997, the closing price for the Common Stock as
quoted on the National Association of Securities Dealers, Inc. Automated
Quotation System National Market ("Nasdaq National Market"), under the symbol
"ICIX", was $37.75 per share. The Company has not and does not intend to apply
for the listing of the Depositary Shares or the Series D Preferred Stock on any
securities exchange or for quotation through the Nasdaq National Market. The
Series D Preferred Stock and the Depositary Shares are eligible for trading in
the National Association of Securities Dealers' Private Offerings, Resales and
Trading Through Automative Linkages ("PORTAL") Market.      

                                      iii

<PAGE>
 
                             AVAILABLE INFORMATION

          The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith, files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
and information statements and other information can be inspected and copied at
the public reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, its Midwest Regional Office, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511 and at its Northeast
Regional Office, 7 World Trade Center, Suite 1300, New York, New York 10048.
Copies of such material can be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. Such material can also be inspected at the Web site of the Commission
located at http://www.sec.gov. The Common Stock is listed on the Nasdaq National
Market under the symbol "ICIX". Reports, proxy and information statements, and
other information concerning the Company can also be inspected at the Nasdaq
National Market at 1735 17 Street, N.W., Washington, D.C. 20006-1506.
                                                                                
          Statements contained in this Prospectus as to the contents of any
contract or other document are not necessarily complete, and reference is made
to the copy of such contract or other document filed as an exhibit to the
Registration Statement of which this Prospectus forms a part, each such
statement being qualified in all respects by such reference.

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

          The following documents or information have been filed by the Company
with the Commission and are incorporated herein by reference:

          The Company's Annual Report on Form 10-K for the year ended December
            31, 1996.
          The Company's Annual Report on Form 10-K/A for the year ended December
            31, 1996 filed with the Commission on May 15, 1997.
          The portions of the Proxy Statement for the Annual Meeting of
            Stockholders of the Company held on May 22, 1997 that have been
            incorporated by reference into the Company's Annual Report on Form
            10-K for the year ended December 31, 1996.
          The Company's Current Report on Form 8-K filed with the Commission on
            February 24, 1997.
          The Company's Quarterly Report on Form 10-Q for the quarter ended
            March 31, 1997.
          The Company's Current Report on Form 8-K filed with the Commission on
            March 14, 1997.
          The Company's Current Report on Form 8-K filed with the Commission on
            June 5, 1997.
          The Company's Current Report on Form 8-K filed with the Commission on
            July 9, 1997.
          The Company's Current Report on Form 8-K filed with the Commission on
            July 17, 1997.
          The Company's Current Report on Form 8-K/A filed with the Commission
            on August 4, 1997.
          The Company's Quarterly Report on Form 10-Q for the quarter ended
            June 30, 1997.     
          The description of the capital stock contained in the Company's
            registration statements on Form 8-A under the Exchange Act, filed
            April 7, 1992, April 28, 1992 and April 30, 1992 (File No. 0-20135).
                                                                                
          All documents subsequently filed by the Company with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date
of this Prospectus and prior to the termination of the offering covered by this
Prospectus will be deemed incorporated by reference into this Prospectus and to
be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein modifies or supersedes such statement. Any statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
          
          THE COMPANY HEREBY UNDERTAKES TO PROVIDE WITHOUT CHARGE TO EACH PERSON
TO WHOM A COPY OF THIS PROSPECTUS HAS BEEN DELIVERED, UPON THE WRITTEN OR ORAL
REQUEST OF SUCH PERSON TO INTERMEDIA COMMUNICATIONS, INC., 3625 QUEEN PALM
DRIVE, TAMPA, FLORIDA 33619 (TELEPHONE 813-829-0011), ATTENTION: INVESTOR
RELATIONS, A COPY OF ANY OR ALL OF THE DOCUMENTS REFERRED TO ABOVE (OTHER THAN
EXHIBITS TO SUCH DOCUMENTS) WHICH HAVE BEEN INCORPORATED BY REFERENCE IN THIS
PROSPECTUS.

                                       2
<PAGE>
 
                               RISK FACTORS                                     
                                                                                
          Prospective investors should consider carefully the following factors
relating to the business of the Company and this offering, in addition to other
information set forth elsewhere in this Prospectus, before purchasing the
Securities offered hereby.
                                                                                
          Restrictions on the Company's Ability to Pay Dividends on the Series D
Preferred Stock. To date, the Company has not paid dividends on its shares of
capital stock. The ability of Intermedia to pay cash dividends on the Series D
Preferred Stock is substantially restricted under various covenants and
conditions contained in the Indenture (the "12 1/2% Notes Indenture") governing
the Company's 12 1/2% Senior Notes due 2006 (the "12 1/2% Notes"), the Indenture
(the "11 1/4% Notes Indenture", and together with the 12 1/2% Notes Indenture,
the "Existing Senior Notes Indentures") governing the Company's 11 1/4% Senior
Discount Notes due 2007 (the "11 1/4% Notes", and together with the 12 1/2%
Notes, the "Existing Senior Notes") and the Certificate of Designation (the
"Series B Certificate of Designation") setting forth the rights of the Series B
Preferred Stock. In addition to the limitations imposed on the payment of
dividends by the Existing Senior Notes Indentures and the Series B Certificate
of Designation, under Delaware law the Company is permitted to pay dividends on
its capital stock, including the Series D Preferred Stock, only out of its
surplus, or in the event that it has no surplus, out of its net profits for the
year in which a dividend is declared or for the immediately preceding fiscal
year. Surplus is defined as the excess of a company's total assets over the sum
of (i) its total liabilities and (ii) the par value of its outstanding capital
stock. At June 30, 1997, the Company had stockholders equity of $44.9 million
and surplus of $44.7 million. The Company historically has had net losses in
each of the last five years and expects to operate at a net loss for the next
several years. These net losses will reduce stockholders' equity and the surplus
of the Company. For the six months ended June 30, 1997, the Company had a net
loss attributable to common stockholders of $70.2 million ($128.5 million on a
pro forma basis after giving effect to the July 9 Offerings (and the application
of proceeds therefrom) and the DIGEX Acquisition (as defined herein)). In order
to pay dividends in cash, the Company must have surplus or net profits equal to
the full amount of the cash dividend at the time such dividend is declared. The
Company cannot predict what the value of its assets or the amount of its
liabilities will be in the future and, accordingly, there can be no assurance
that the Company will be able to pay cash dividends on the Series D Preferred
Stock.
          
          In the event dividends are paid in shares of Common Stock, the number
of shares of Common Stock to be issued on each dividend payment date will be
determined by dividing the total dividend to be paid on each Depositary Share by
95% of the average of the high and low sales prices of the Common Stock as
reported by the Nasdaq National Market or any national securities exchange upon
which the Common Stock is then listed, for each of the ten consecutive trading
days immediately preceding the fifth business day preceding the record date for
such dividend. If such average is greater than 5.05% higher than the market
value for the Common Stock on the dividend payment date and the holder sells at
such lower price, the holder's actual dividend yield would be lower than the
stated dividend yield on the Series D Preferred Stock. In addition, the holder
is likely to incur commissions and other transaction costs in connection with
the sale of such Common Stock.
                                                                                
          The Certificate of Designation provides that upon (a) the accumulation
of accrued and unpaid dividends on the outstanding Series D Preferred Stock in
an amount equal to six quarterly dividends (whether or not consecutive) and (b)
the failure of the Company to make a Preferred Stock Change of Control Offer or
to repurchase the Series D Preferred Stock tendered in a Preferred Stock Change
of Control, the sole remedy to the holders of the Series D Preferred Stock is
the voting rights arising from a Voting Rights Triggering Event (as defined
herein). See "Description of Preferred Stock-Voting Rights."
                                                                                
          Limited Operations of Certain Services; History of Net Losses. The
Company's business commenced in 1987. Substantially all of the Company's
revenues are derived from local exchange services, enhanced data services, long
distance services, integration services and certain local network services. Many
of these services have only recently been initiated or their availability only
recently expanded in new market areas. The Company is expecting to substantially
increase the size of its operations in the near future. Prospective investors,
therefore, have limited historical

                                       3
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financial information about the Company upon which to base an evaluation of the
Company's performance. Given the Company's limited operating history, there is
no assurance that it will be able to compete successfully in the
telecommunications business.
    
          The development of the Company's business and the expansion of its
networks require significant capital, operational and administrative
expenditures, a substantial portion of which are incurred before the realization
of revenues. These capital expenditures will result in negative cash flow until
an adequate customer base is established. Although its revenues have increased
in each of the last three years, Intermedia has incurred significant increases
in expenses associated with the installation of local/long distance voice
switches and expansion of its fiber optic networks, services and customer base.
Intermedia reported net losses of approximately $3.1 million, $20.7 million,
$57.2 million for the years ended December 31, 1994, 1995 and 1996 and net
losses to holders of Common Stock of $70.3 million for the six months ended June
30, 1997, respectively. The Company anticipates recording a significant net loss
in 1997 that is expected to be substantially greater than the loss in 1996 and
expects net losses to continue for the next several years. In addition, the
Company expects to have negative EBITDA in 1997. There can be no assurance that
Intermedia will achieve or sustain profitability or positive EBITDA in the
future.     
    
          Substantial Indebtedness; Insufficiency of Earnings to Cover Fixed
Charges, Including Dividends on the Series D Preferred Stock. The Company is
highly leveraged. At June 30, 1997, after giving pro forma effect to the July 9
Offerings and the application of the net proceeds of the July 9 Offerings
(including the retirement of the Company's 13 1/2% Notes due 2005 ("13 1/2%
Notes"), the "Retirement"), the Company would have had outstanding approximately
$662.1 million in aggregate principal amount of indebtedness and other
liabilities on a consolidated basis (including trade payables), approximately
$323.5 million of obligations with respect to dividend payments and the
mandatory redemption of the Series B Preferred Stock and $172.5 million of
obligations with respect to the Series D Preferred Stock. The degree to which
the Company is leveraged could have important consequences to holders of the
Series D Preferred Stock, including the following: (i) a substantial portion of
the Company's cash flow from operations will be dedicated to payment of the
principal and interest on its indebtedness, to payment of dividends on and the
redemption of the Series B Preferred Stock and the payment of dividends on the
Series D Preferred Stock, thereby reducing funds available for other purposes;
(ii) the Company's significant degree of leverage could increase its
vulnerability to changes in general economic conditions or increases in
prevailing interest rates; (iii) the Company's ability to obtain additional
financing for working capital, capital expenditures, acquisitions, general
corporate purposes or other purposes could be impaired; and (iv) the Company may
be more leveraged than certain of its competitors, which may be a competitive
disadvantage.     
    
          For the six months ended June 30, 1997, and on a pro forma basis after
giving effect to the July 9 Offerings, and the application of the proceeds
therefrom (including the Retirement), the Company's pro forma earnings would
have been inadequate to cover its pro forma combined fixed charges (including
the Series D Preferred Stock dividend requirements) by $130.0 million. The
Company anticipates that earnings will be insufficient to cover fixed charges
for the next several years. In order for the Company to meet its debt service
obligations, its dividend and redemption obligations with respect to the Series
B Preferred Stock and its dividend obligations with respect to the Series D
Preferred Stock if it elects to pay cash dividends, the Company will need to
substantially improve its operating results. There can be no assurance that the
Company's operating results will be of sufficient magnitude to enable the
Company to meet its debt service obligations, its dividend and redemption
obligations with respect to the Series B Preferred Stock and its dividend
obligations with respect to the Series D Preferred Stock if it elects to pay
cash dividends. In the absence of such operating results, the Company could face
substantial liquidity problems and might be required to raise additional
financing through the issuance of debt or equity securities; however, there can
be no assurance that Intermedia would be successful in raising such financing,
or the terms or timing thereof.     

          Class Action by DIGEX Stockholders. On June 5, 1997, the Company
announced that it had agreed to acquire 100% of the outstanding equity of DIGEX,
Incorporated ("DIGEX"; the "DIGEX Acquisition"). The acquisition was consummated
through a tender offer for all of the outstanding shares of DIGEX, which closed
on July 9, 1997, followed by a cash merger effective on July 11, 1997 (the
"Merger").

                                       4
<PAGE>
 
          On June 20, 1997, two purported class action complaints were filed in
the Court of Chancery of the State of Delaware in and for New Castle County
respectively by TAAM Associates, Inc. and David and Chaile Steinberg (the
"Complaints"), purported stockholders of DIGEX, on behalf of all non-affiliated
common stockholders of DIGEX, against Intermedia, DIGEX and the Directors of
DIGEX (the "DIGEX Directors"). The Complaints allege that the DIGEX Directors
violated their fiduciary duties to the public stockholders of DIGEX by agreeing
to vote in favor of the Merger and that Intermedia knowingly aided and abetted
such violation by offering to retain DIGEX management in their present positions
and consenting to stock option grants to certain executive officers of DIGEX.
The Complaints seek a preliminary and permanent injunction enjoining the Merger
and cash damages from the DIGEX Directors. No application was made for a
preliminary injunction prior to the consummation of the Merger.
          
          These cases are in their very early stages and no assurance can be
given as to their ultimate outcome. Intermedia, after consultation with its
counsel, believes that there are meritorious factual and legal defenses to the
claims in the Complaints. Intermedia intends to defend vigorously the claims in
the Complaints.
                                                                                
          Possible Default Under the 13 1/2% Notes Indenture. In connection with
the July 9 Debt Offering, the Company defeased a portion of the Company's
outstanding 13 1/2% Notes. Such defeasance will not become effective until the
91st day after the deposit with SunTrust Bank, Central Florida, National
Association, as trustee ("SunTrust") of the funds necessary to defease the
covenants in the indenture governing the 13 1/2% Notes (the "13 1/2% Notes
Indenture"). Until such time as the defeasance becomes effective, the issuance
by the Company of the 11 1/4 Notes constitutes an event which could be declared
an Event of Default under the 13 1/2% Notes Indenture 30 days after the receipt
of notice from SunTrust or the holders of 25% of the outstanding principal
amount of the 13 1/2% Notes. If such an Event of Default were declared and the
maturity of the 13 1/2% Notes were accelerated, this would constitute an Event
of Default under the 12 1/2% Notes Indenture and under the Series B Certificate
of Designation. If the 13 1/2% Notes were accelerated, a portion of the funds
deposited with SunTrust could be used to repay the 13 1/2% Notes. If the 12 1/2%
Notes were also accelerated the Company would have available funds to pay the 12
1/2% Notes, but such payment would significantly deplete the funds available for
the Company's capital expansion plan. An Event of Default would not lead to
acceleration of the Series B Preferred Stock. The Company's 13 1/2% Notes are
and will remain classified as current liabilities on the Company's balance sheet
until such time as the Retirement becomes effective.
                                                                                
          Regulatory Approval of the July 9 Offerings. Ten of the states in
which the Company is certificated provide for prior approval of the issuance of
debt and equity securities by the Company. One additional state in which the
Company is certificated provides for prior approval of the issuance of preferred
stock which is convertible into common stock. The requirement for such approvals
may have been pre-empted by the National Securities Market Improvement Act of
1996, although there is no case law on this point. Because of time constraints,
the Company was not able to obtain such approval from any of the eleven states
prior to consummation of the July 9 Offerings. The Company has filed the
required applications or notifications in each of the states and approval has
been obtained in three of the states. In six of these states, the Company's
intrastate revenues for the first quarter of 1997 were less than $1,000 per
state and in only one state did such revenues exceed $4,000 for the first
quarter. After consultation with counsel, the Company believes the remaining
approvals will be granted and that obtaining such approvals subsequent to the
July 9 Offerings should not result in any material adverse consequences to the
Company, although there can be no assurance that such a consequence will not
result.
   
          Significant Capital Requirements and Possible Need for Additional
Financing. Expansion of the Company's existing networks and services and the
development of new networks and services require significant capital
expenditures. Intermedia expects to fund its capital requirements through
existing resources including capital raised through the July 9 Offerings, credit
availability and internally generated funds. However, there can be no assurance
that the Company will not require additional financing. If the Company were to
acquire additional financing, it would seek to obtain such financing through the
sale of public or private debt and/or equity securities or through securing a
bank credit facility. There can be no assurance,     

                                       5
<PAGE>
 
    
as to the availability of the terms upon which such financing might be
available. Moreover, the 12-1/2% Notes, the 11-1/4% Notes, the Series B
Certificate of Designation and the Certificate of Designation impose certain
restrictions upon the Company's ability to incur additional indebtedness or
issue additional preferred stock. In addition, the Company's future capital
requirements will depend upon a number of factors, including marketing expenses,
staffing levels and customer growth, as well as other factors that are not
within the Company's control, such as competitive conditions, government
regulation and capital costs. Failure to generate sufficient funds may require
Intermedia to delay or abandon some of its future expansion or expenditures,
which would have a material adverse effect on its growth and its ability to
compete in the telecommunications industry.    

          Expansion Risk. The Company is experiencing a period of rapid
expansion which management expects will increase in the near future. This growth
has increased the operating complexity of the Company as well as the level of
responsibility for both existing and new management personnel. The Company's
ability to manage its expansion effectively will require it to continue to
implement and improve its operational and financial systems and to expand, train
and manage its employee base. The Company's inability to effectively manage its
expansion could have a material adverse effect on its business.
                                                                                
          A portion of the Company's expansion may occur through acquisitions as
an alternative to direct investments in the assets required to implement the
expansion. No assurance can be given that suitable acquisitions can be
identified, financed and completed on acceptable terms, or that the Company's
future acquisitions, if any, will be successful or will not impair the Company's
ability to service its outstanding obligations.
                                                                                
          Maintenance of Peering Relationships. The Internet is comprised of
many Internet service providers ("ISPs") who operate their own networks and
interconnect with other ISPs at various peering points. The establishment and
maintenance of peering relationships with other ISPs is necessary in order to
exchange traffic with other ISPs without having to pay settlement charges.
Although the Company meets the industry's current standards for peering, there
is no assurance that other national ISPs will maintain peering relationships
with the Company. In addition, there may develop increasing requirements
associated with maintaining peering with the major national ISPs with which the
Company may have to comply. There can be no assurance that the Company will be
able to expand or adapt their network infrastructure to meet the industry's
evolving standards on a timely basis, at a commercially reasonable cost, or at
all.
                                                                                
          Potential Liability of On-Line Service Providers. The law in the
United States relating to the liability of on-line service providers and ISPs
for information carried on, disseminated through or hosted on their systems is
currently unsettled. Several private lawsuits seeking to impose such liability
are currently pending. In one case brought against an ISP, Religious Technology
Center v. Netcom On-Line Communication Services, Inc., the United States
District Court for the Northern District of California ruled in a preliminary
phase that under certain circumstances ISPs could be held liable for copyright
infringement. The case has not reached final judgment. The Telecommunications
Act of 1996 (the "1996 Act") prohibits and imposes criminal penalties and civil
liability for using an interactive computer service to transmit certain types of
information and content, such as indecent or obscene communications. On June 26,
1997, the Supreme Court affirmed the decision of a panel of three federal judges
which granted a preliminary injunction barring enforcement of this portion of
the 1996 Act to the extent that enforcement is based upon allegations other than
obscenity or child pornography as an impermissible restriction on the First
Amendment's right of free speech. In addition, numerous states have adopted or
are currently considering similar types of legislation. The imposition upon ISPs
or Web hosting sites of potential liability for materials carried on or
disseminated through their systems could require the Company to implement
measures to reduce their exposure to such liability, which may require the
expenditure of substantial resources or the discontinuation of certain product
or service offerings. The Company believes that it is currently unsettled
whether the 1996 Act prohibits and imposes liability for any services provided
by the Company should the content or information transmitted be subject to the
statute. The increased attention focused upon liability issues as a result of
these lawsuits, legislation and legislative proposals could affect the growth of
Internet use. Any such liability or asserted liability could have a material
adverse effect on the Company's business, financial condition and results of
operations.
                                                                                
          Dependence upon Network Infrastructure; Risk of System Failure,
Security Risks. The Company's success in marketing its services to business and
government users requires that the Company provide superior reliability,
capacity and security via its network infrastructure. The Company's networks are
subject to physical damage, power loss,

                                       6
<PAGE>
 
capacity limitations, software defects, breaches of security (by computer virus,
break-ins or otherwise) and other factors, certain of which have caused, and
will continue to cause, interruptions in service or reduced capacity for the
Company's customers. Similarly, the Company's ISP business relies on the
availability of its network infrastructure for the provision of Internet
connectivity. Interruptions in service, capacity limitations or security
breaches could have a material adverse effect on the Company's business,
financial condition and results of operations.
          
          Subordination of the Series D Preferred Stock. The Company's
obligations with respect to the Series D Preferred Stock are subordinate and
junior in right of payment to all present and future indebtedness of the Company
and its subsidiaries, including the Existing Senior Notes, to the Series B
Preferred Stock and to all subsequent series of preferred stock of the Company
which by its terms ranks senior to the Series D Preferred Stock. In addition to
the substantial dividend restrictions set forth in the Existing Senior Notes
Indentures, no cash dividend payments may be made with respect to the Series D
Preferred Stock if (i) the obligations with respect to the Existing Senior Notes
or Series B Preferred Stock are not paid when due or (ii) any other event of
default has occurred under the Existing Senior Notes Indentures or Series B
Certificate of Designation, and is continuing or would occur as a consequence of
such payment. As of June 30, 1997, on a pro forma basis after giving effect to
the July 9 Offerings and the application of the net proceeds therefrom, the
Series D Preferred Stock would have been junior in right of payment to $985.6
million of indebtedness and other liabilities and commitments and liquidation
preference of the Company and its subsidiaries. In the event of bankruptcy,
liquidation or reorganization of the Company, the assets of the Company will be
available to pay obligations on the Series D Preferred Stock only after all
Senior Securities and all indebtedness of the Company have been paid, and there
may not be sufficient assets remaining to pay amounts due on any or all of the
Series D Preferred Stock then outstanding. See "Description of Preferred Stock-
Ranking."
                                                                                
          Effect of Substantial Additional Indebtedness on the Company's Ability
to Make Payments on the Series D Preferred Stock. The Existing Senior Notes
Indentures and the Series B Certificate of Designation limit, but do not
prohibit, the incurrence of additional indebtedness by the Company and its
subsidiaries, and the Company may incur substantial additional indebtedness
during the next few years to finance the construction of networks and purchase
of network electronics, including local/long distance voice and data switches.
All additional indebtedness of the Company will rank senior in right of payment
to any payment obligations with respect to the Series D Preferred Stock. The
debt service requirements of any additional indebtedness would make it more
difficult for the Company to pay cash dividends with respect to the Series D
Preferred Stock.
                                                                                
          Risks of Implementation; Need to Obtain Permits and Rights of Way. The
Company is continuing to expand its existing networks. The Company has
identified other expansion opportunities in the eastern half of the United
States and is currently extending the reach of its networks to pursue such
opportunities. There can be no assurance that the Company will be able to expand
its existing networks or construct or acquire new networks as currently planned
on a timely basis. The expansion of the Company's existing networks and its
construction or acquisition of new networks will be dependent, among other
things, on its ability to acquire rights-of-way and any required permits on
satisfactory terms and conditions and on its ability to finance such expansion,
acquisition and construction. In addition, the Company may require pole
attachment agreements with utilities and incumbent local exchange carriers
("ILECs") to operate existing and future networks, and there can be no assurance
that such agreements will be obtained or obtainable on reasonable terms. These
factors and others could adversely affect the expansion of the Company's
customer base on its existing networks and commencement of operations on new
networks. If the Company is not able to expand, acquire or construct its
networks in accordance with its plans, the growth of its business would be
materially adversely affected.
                                                                                
          Competition. In each of its markets, the Company faces significant
competition for the local network services, including local exchange services,
it offers from ILECs, which currently dominate their local telecommunications
markets. ILECs have long-standing relationships with their customers which
relationships may create competitive barriers. Furthermore, ILECs may have the
potential to subsidize competitive service from monopoly service revenues. In
addition, a continuing trend toward business combinations and alliances in the
telecommunications industry may create significant new competitors to the
Company. The Company also faces competition in most markets in which it

                                       7
<PAGE>
 
operates from one or more integrated communications services providers ("ICPs")
and ILECs operating fiber optic networks. In addition, the Company faces
competition in its integration services business from equipment manufacturers,
the RBOCs and other ILECs, long distance carriers and systems integrators, and
in its enhanced data services business (including Internet) from local telephone
companies, long distance carriers, very small aperture terminal ("VSAT")
providers, other ISPs and others. In particular, the market for Internet
services is extremely competitive and there are limited barriers to entry. Many
of the Company's existing and potential competitors have financial, personnel
and other resources significantly greater than those of the Company.
                                                                                
          The Company believes that various legislative initiatives, including
the recently enacted 1996 Act, have removed remaining legislative barriers to
local exchange competition. Nevertheless, in light of the passage of the 1996
Act, regulators are also likely to provide ILECs with increased pricing
flexibility as competition increases. If ILECs are permitted to lower their
rates substantially or engage in excessive volume or term discount pricing
practices for their customers, the net income or cash flow of ICPs and
competitive local exchange carriers ("CLECs"), including the Company, could be
materially adversely affected. In addition, while the Company currently competes
with AT&T, MCI and others in the interexchange services market, the recent
federal legislation permits the regional Bell operating companies ("RBOCs") to
provide interexchange services once certain criteria are met. Once the RBOCs
begin to provide such services, they will be in a position to offer single
source service similar to that being offered by Intermedia. In addition, AT&T
and MCI have entered and other interexchange carriers have announced their
intent to enter into the local exchange services market, which is facilitated by
the 1996 Act's resale and unbundled network element provisions. The Company
cannot predict the number of competitors that will emerge as a result of
existing or new federal and state regulatory or legislative actions. Competition
from the RBOCs with respect to interexchange services or from AT&T, MCI or
others with respect to local exchange services could have a material adverse
effect on the Company's business.
          
          Regulation. The Company is subject to varying degrees of federal,
state and local regulation. The Company is not currently subject to price cap or
rate of return regulation, nor is it currently required to obtain FCC
authorization for the installation, acquisition or operation of its network
facilities. Further, the FCC issued an order holding that non-dominant carriers,
such as the Company, are required to withdraw interstate tariffs for domestic
long distance service. That order has been stayed by a federal appeals court and
it is not clear at this time whether the detariffing order will be implemented.
Until further action is taken by the court, the Company will continue to
maintain tariffs for these services. In June 1997, the FCC issued another order
stating that non-dominant carriers, such as the Company, could withdraw their
tariffs for interstate access services. While the Company has no immediate plans
to withdraw its tariff, this FCC order allows the Company to do so. The FCC also
requires the Company to file interstate tariffs on an ongoing basis for
international traffic. The Company is generally subject to certification and
tariff or price list filing requirements for intrastate services by state
regulators. Although passage of the 1996 Act should result in increased
opportunities for companies that are competing with the ILECs, no assurance can
be given that changes in current or future regulations adopted by the FCC or
state regulators or other legislative or judicial initiatives relating to the
telecommunications industry would not have a material adverse effect on the
Company. In addition, although the 1996 Act provides incentives to the ILECs
that are subsidiaries of RBOCs to enter the long distance service market by
requiring ILECs to negotiate interconnection agreements with local competitors,
there can be no assurance that these ILECs will negotiate quickly with
competitors such as the Company for the required interconnection of the
competitor's networks with those of the ILECs.
                                                                                
          Potential Diminishing Rate of Growth. During the period from 1994 to
1996, the Company's revenues have grown at a compound annual growth rate of
169%. While the Company expects to continue to grow, as its size increases it is
likely that its rate of growth will diminish.
                                                                                
          Risk of New Service Acceptance by Customers. The Company has recently
introduced a number of services, primarily local exchange services, that the
Company believes are important to its long-term growth. The success of these
services will be dependent upon, among other things, the willingness of
customers to accept the Company as the

                                       8
<PAGE>
 
     
provider of such services. No assurance can be given that such acceptance
will occur; the lack of such acceptance could have a material adverse effect on
the Company.    
                                                                                
          Rapid Technological Changes. The telecommunications industry is
subject to rapid and significant changes in technology. While Intermedia
believes that, for the foreseeable future, these changes will neither materially
affect the continued use of its fiber optic networks nor materially hinder its
ability to acquire necessary technologies, the effect on the business of
Intermedia of technological changes such as changes relating to emerging
wireline and wireless transmission technologies, including software protocols,
cannot be predicted.
                                                                                
          Dependence on Key Personnel. The Company's business is managed by a
small number of key management and operating personnel, the loss of certain of
whom could have a material adverse impact on the Company's business. The Company
believes that its future success will depend in large part on its continued
ability to attract and retain highly skilled and qualified personnel. None of
the Company's key executives, other than David C. Ruberg, President, Chief
Executive Officer and Chairman of the Board, is a party to a long-term
employment agreement with the Company.
                                                                                
          Risk of Cancellation or Non-Renewal of Network Agreements, Licenses
and Permits. The Company has lease and/or purchase agreements for rights-of-way,
utility pole attachments, conduit and dark fiber for its fiber optic networks.
Although the Company does not believe that any of these agreements will be
cancelled in the near future, cancellation or non-renewal of certain of such
agreements could materially adversely affect the Company's business in the
affected metropolitan area. In addition, the Company has certain licenses and
permits from local government authorities. The 1996 Act requires that local
government authorities treat telecommunications carriers in a competitively
neutral, non-discriminatory manner, and that most utilities, including most
ILECs and electric companies, afford alternative carriers access to their poles,
conduits and rights-of-way at reasonable rates on non-discriminatory terms and
conditions. There can be no assurance that the Company will be able to maintain
its existing franchises, permits and rights or to obtain and maintain the other
franchises, permits and rights needed to implement its strategy on acceptable
terms.
                                                                                
          Dependence on Business from Interexchange Carriers ("IXCs"). For the
year ended December 31, 1996, approximately 10% of the Company's consolidated
revenues were attributable to access services provided to IXCs. The loss of
access revenues from IXCs in general could have a material adverse effect on the
Company's business.
                                                                                
          In addition, the Company's growth strategy assumes increased revenues
from IXCs from the deployment of local/long distance voice switches on its
networks and the provision of switched access origination and termination
services. There is no assurance that the IXCs will continue to increase their
utilization of the Company's services, or will not reduce or cease their
utilization of the Company's services, which could have a material adverse
effect on the Company.
                                                                                
          Business Combinations; Change of Control. The Company has from time to
time held, and continues to hold, preliminary discussions with (i) potential
strategic investors who have expressed an interest in making an investment in or
acquiring the Company and (ii) potential joint venture partners looking toward
the formation of strategic alliances that would expand the reach of the
Company's networks or services without necessarily requiring an additional
investment in the Company. In addition to providing additional growth capital,
management believes that an alliance with an appropriate strategic investor
would provide operating synergy to, and enhance the competitive positions of,
both Intermedia and the investor within the rapidly consolidating
telecommunications industry. There can be no assurance that agreements for any
of the foregoing will be reached. An investment, business combination or
strategic alliance could constitute a change of control. The Existing Senior
Notes Indentures and the Series B Certificate of Designation provide that a
change of control would require the Company to repay the indebtedness and redeem
the Series B Preferred Stock outstanding under such instruments. A change of
control also requires the Company to offer to redeem the Series D Preferred
Stock. The terms of the Existing Senior Notes and the Series B Certificate of
Designation contain provisions that may prohibit the repurchase of the Series D
Preferred Stock. If a change of control

                                       9
<PAGE>
 
does occur, there is no assurance that the Company would have sufficient funds
to make such repayments and redemption or could obtain any additional debt or
equity financing that could be necessary in order to repay the Existing Senior
Notes and to redeem the Series B Preferred Stock in order to redeem the Series D
Preferred Stock.
    
          Absence of a Public Market for the Depositary Shares. The Depositary
Shares were issued by the Company in the July 9 Equity Offering. There is
currently no market for the Series D Preferred Stock and the Depositary Shares.
Although in connection with the private placement, the Initial Purchasers
informed the Company that they intend to make a market for the Depositary
Shares, they are not obligated to do so and any such market making activity may
be discontinued at any time without notice. The Company does not intend to apply
for listing of the Depositary Shares or the Series D Preferred Stock on any
securities exchange or on the Nasdaq National Market. Accordingly, there can be
no assurance as to the development or liquidity of any market for the Depositary
Shares. If a market for the Depositary Shares were to develop, the Depositary
Shares may trade at prices that may be higher or lower than their initial
offering price depending upon many factors, including prevailing interest rates,
the Company's operating results and the markets for similar securities.
Historically, the market for securities such as the Depositary Shares has been
subject to disruptions that have caused substantial volatility in the prices of
securities similar to the Depositary Shares. There can be no assurance that, if
a market for the Depositary Shares were to develop, such a market would not be
subject to similar disruptions. The Company does not expect a market for the
Series D Preferred Stock to develop.    

          Certain Tax Considerations. For a discussion of certain material
federal income tax considerations which are relevant to the purchase, ownership
and disposition of the Depositary Shares and the Series D Preferred Stock, see
"Certain Federal Income Tax Consequences."
                                                                                
          Anti-Takeover Provisions. The Company's Certificate of Incorporation
and Bylaws, the provisions of the Delaware General Corporation Law (the "DCGL"),
the Existing Senior Notes Indentures, the Series B Certificate of Designation
and the Certificate of Designation (as defined herein) may make it difficult in
some respects to effect a change in control of the Company and replace incumbent
management. In addition, the Company's Board of Directors has adopted a
Stockholder's Rights Plan , pursuant to which rights to acquire a series of
preferred stock, exercisable upon the occurrence of certain events, were
distributed to its stockholders. The existence of these provisions may have a
negative impact on the price of the Common Stock, may discourage third party
bidders from making a bid for the Company, or may reduce any premiums paid to
stockholders for their Common Stock. In addition, the Board has the authority to
fix the rights and preferences of, and to issue shares of, the Company's
preferred stock, which may have the effect of delaying or preventing a change in
control of the Company without action by its stockholders.
                                                                                
          Shares Eligible for Future Sale. Future sales of shares by existing
stockholders under Rule 144 of the Securities Act, or through the exercise of
outstanding registration rights or the issuance of shares of Common Stock upon
the exercise of options or warrants or conversion of convertible securities
could materially adversely affect the market price of shares of Common Stock and
could materially impair the Company's future ability to raise capital through an
offering of equity securities. Substantially all of the Company's outstanding
shares, other than those held by affiliates, are transferable without
restriction under the Securities Act. In addition to the shares registered
hereunder, the Company has filed registration statements covering the offering
of approximately 2,392,463 shares of Common Stock by selling security holders.
In addition, the Company has registered 4,785,000 shares of Common Stock for
issuance upon exercise of options granted to its employees under the Company's
existing stock option plans. At June 30, 1997, options to acquire 769,589 shares
of Common Stock were currently exercisable under the Company's existing stock
option plans. No predictions can be made as to the effect, if any, that market
sales of such shares or the availability of such shares for future sale will
have on the market price of shares of Common Stock prevailing from time to time.
                                                                                
          Forward Looking Statements. The statements contained in this
Prospectus that are not historical facts are "forward-looking statements" (as
such term is defined in the Private Securities Litigation Reform Act of 1995),
which can be identified by the use of forward-looking terminology such as
"estimates," "projects," "anticipates," "expects," "intends," "believes," or the
negative thereof or other variations thereon or comparable terminology, or by
discussions of strategy that involve risks and uncertainties. Management wishes
to caution the reader that these forward-looking

                                       10

<PAGE>
 
statements are only estimates or predictions. No assurance can be given that
future results will be achieved; actual events or results may differ materially
as a result of risks facing the Company or actual results differing from the
assumptions underlying such statements.


   RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS

<TABLE>
<CAPTION>
                                                         Pro Forma(1)                 Pro Forma(2)  
                                                          Year Ended   Six Months      Six Months    
                             Year Ended December 31,     December 31, Ended June 30, Ended June 30, 
- ---------------------------------------------------------------------------------------------------
                           1992  1993  1994  1995  1996      1996      1996  1997        1997    
- ---------------------------------------------------------------------------------------------------
<S>                        <C>   <C>   <C>   <C>   <C>       <C>       <C>   <C>        <C>   
Ratio of earnings to       -     -     -     -     -          -        -     -          -
  combined fixed charges
  and preferred stock
  dividends(3)
- -------------------------------------------------------------------------------------------------
</TABLE> 

(1)  The pro forma operating information gives effect to the acquisitions by the
     Company of EMI Communications, Inc., Universal Telecom Inc., Net Solve
     Incorporated and DIGEX, which occurred effective June 30, 1996, December 1,
     1996, December 1, 1996 and July 11, 1997, respectively, as if they occurred
     on January 1, 1996. The pro forma operating information also gives effect
     to the March 1997 sale of $300 million of preferred stock.

(2)  The pro forma operating information gives effect to the DIGEX Acquisition
     as if it occurred on January 1, 1997. The pro forma operating information
     also gives effect to the March 1997 sale of $300 million of preferred
     stock.
                                                                                
(3)  For purposes of calculating the ratio of earnings to combined fixed charges
     and preferred stock dividends: (i) earnings consist of loss before income
     taxes, plus fixed charges excluding capitalized interest and preferred
     stock dividends and (ii) fixed charges consist of interest expended and
     capitalized, plus amortization of deferred financing costs, preferred stock
     dividends, plus a portion of rent expense under operating leases deemed by
     the Company to represent an interest factor plus dividends on the Series B
     Preferred Stock. For the years ended December 31, 1992, 1993, 1994, 1995
     and 1996 and the six months ended June 30, 1996 and 1997 the Company's
     earnings were insufficient to cover combined fixed charges and preferred
     stock dividends by $622, $2,288, $3,324, $19,931, $59,978, $21,929 and
     $71,832, respectively. For the year ended December 31, 1996 and the six
     months ended June 30, 1997, the Company's pro forma earnings, after giving
     effect to the acquisitions described in Notes (1) and (2) above and the
     July 9 Equity Offering, were insufficient by $161,194 and $119,596,
     respectively, to cover pro forma combined fixed charges and preferred stock
     dividends. For the year ended December 31, 1996 and the six months ended
     June 30, 1997 the Company's pro forma earnings, after giving effect to the
     acquisitions described in Notes (1) and (2) above and the July 9 Offerings,
     were insufficient by $184,437 and $130,084 to cover pro forma combined
     fixed charges and preferred stock dividends. See "Risk Factors Substantial
     Indebtedness; Insufficiency of Earnings to Cover Fixed Charges Including
     Dividend, and the Series D Preferred Stock" for a father discussion of
     factors which may have an impact on the Company's ratio of earnings to
     combined fixed charges and preferred stock dividends.

                                       11
<PAGE>
 
 
                               THE COMPANY                                      
                                                                                
          Intermedia is a rapidly growing ICP, offering a full suite of local,
long distance and enhanced data telecommunications services to business and
government end user customers, long distance carriers, ISPs, resellers and
wireless communications companies. Founded in 1987, the Company is currently the
third largest (based on annualized telecommunications services revenues) among
providers generally referred to as CLECs after MFS Communications Company, Inc.
and Teleport Communications Group Inc. As of June 30, 1997, the Company had
sales offices in 32 cities throughout the eastern half of the United States and
offered a full product package of telecommunications services in 16 metropolitan
statistical areas. In April 1996, Intermedia became one of the first ICPs in the
United States to provide integrated switched local and long distance service and
as of June 30, 1997 had six local/long distance voice switches in service and
six long distance voice switches in service, three of which the Company plans to
upgrade to local/long distance voice switches by the end of 1997. The Company
provides enhanced data services, including frame relay, asynchronous transfer
mode ("ATM") and Internet access services, primarily to business and government
customers (including over 100 ISPs), in approximately 2,700 cities nationwide,
utilizing 111 Company-owned data switches. Intermedia also serves as a
facilities-based interexchange carrier to approximately 14,700 customers
nationwide. Intermedia continues to increase its customer base and network
density in the eastern half of the United States and is pursuing attractive
opportunities to add additional services and expand into complementary
geographic markets.
                                                                                
          Intermedia was incorporated in the State of Delaware on November 9,
1987, as the successor to a Florida corporation that was founded in 1986. The
Company's principal offices are located at 3625 Queen Palm Drive, Tampa, Florida
33619, and its telephone number is (813) 829-0011.

                                                                                
                             USE OF PROCEEDS                                    
    
          The Company will not receive any proceeds from the sale of the
Securities by the Selling Securityholders or the issuance of the Dividend Shares
by the Company.    
                                       12
<PAGE>
 
                       DESCRIPTION OF CAPITAL STOCK                             
                                                                                
          Intermedia's authorized capital stock consists of 50,000,000 shares of
Common Stock, par value $.01 per share, and 2,000,000 shares of Preferred Stock,
par value $1.00 per share ("Preferred Stock"). As of July 31, 1997, there were
16,669,492 shares of Common Stock, 312,937.5 shares of Series B Preferred Stock
and 69,000 shares of Series D Preferred Stock issued and outstanding. On a 
fully-diluted basis, at that date, the Company had outstanding 25,985,122 shares
of Common Stock after giving effect to (a) the exercise of the Public Warrants
(defined below), (b) the exercise of all outstanding options issued pursuant to
the Company's employee stock option plans and (c) conversions of the Depositary
Shares and the Series D Preferred Stock. As of July 31, 1997, the Company has
reserved (i) 4,785,600 shares of Common Stock for issuance pursuant to the
Company's employee stock option plans, (ii) 350,400 shares of Common Stock for
issuance upon exercise of the Public Warrants, (iii) 287,062.5 shares of Series
B Preferred Stock for issuance as dividends on the outstanding shares of Series
B Preferred Stock and (iv) 40,000 shares of Series C Preferred Stock for
issuance in connection with the Stockholder's Rights Plan, (v) 4,434,448 shares
of Common Stock for issuance on conversion of the Series D Preferred Stock and
(vi) 1,200,000 shares of Common Stock for issuance as dividends on the
outstanding shares of Series D Preferred Stock. All outstanding shares of Common
Stock, Series B Preferred Stock and Series D Preferred Stock are fully paid and
non-assessable.
                                                                                
COMMON STOCK                                                                    
                                                                                
          Holders of Common Stock are entitled to one vote for each share held
of record on all matters submitted to a vote of the stockholders. Holders of
Common Stock do not have cumulative rights, so that holders of more than 50% of
the shares of Common Stock are able to elect all of Intermedia's directors
eligible for election in a given year. For a description of the classification
of the Board, see "-Delaware Law and Certain Provisions of Intermedia's
Certificate of Incorporation and Bylaws." Subject to the preferences that may be
applicable to any then outstanding Preferred Stock, holders of Common Stock are
entitled to receive ratably such dividends, if any, as may be declared from time
to time by the Board out of funds legally available therefor. See "-Dividend
Restrictions." Upon any liquidation, dissolution or winding up, whether
voluntary or involuntary, of Intermedia, holders of Common Stock are entitled to
receive pro rata all assets available for distribution to stockholders after
payment or provision for payment of the debts and other liabilities of
Intermedia and the liquidation preferences of any then outstanding Preferred
Stock. There are no preemptive or other subscription rights, conversion rights,
or redemption or sinking fund provisions with respect to shares of Common Stock.
All outstanding shares of Common Stock are, and all shares of Common Stock to be
outstanding upon exercise of the Public Warrants and conversion of the
Depositary Shares or shares of Series D Preferred Stock will be, fully paid and
non-assessable.
                                                                                
PREFERRED STOCK                                                                 
                                                                                
          The Preferred Stock may be issued at any time or from time to time in
one or more classes or series with such designations, powers, preferences,
rights, qualifications, limitations and restrictions (including dividend,
conversion and voting rights) as may be fixed by the Board, without any further
vote or action by the stockholders. July 31, 1997, the Company had outstanding
312,937.5 shares of Series B Preferred Stock (aggregate liquidation preference
of approximately $312.9 million). Dividends on the Series B Preferred Stock
accumulate at a rate of 13 1/2% of the aggregate liquidation preference thereof
and are payable quarterly, in arrears. Dividends are payable in cash or, at the
Company's option, by the issuance of additional Series B Preferred Stock having
an aggregate liquidation preference equal to the amount of such dividends. The
Series B Preferred Stock is subject to mandatory redemption at a liquidation
preference of $1,000 per share, plus accumulated and unpaid dividends on March
31, 2009. The Series B Preferred Stock will be redeemable at the option of the
Company at any time after March 31, 2002 at rates commencing with 106.75%,
declining to 100% on March 31, 2007. The Series B Certificate of Designation
contains certain covenants that, among other things, limit the ability of the
Company and its subsidiaries to make certain restricted payments, incur
additional indebtedness and issue additional preferred stock, pay dividends or
make other distributions, repurchase equity interests, conduct certain lines of
business or enter into certain mergers and consolidations. In the event of a
change of control of the Company, holders of the Series B Preferred Stock have
the right to require the Company to purchase their shares of Series B Preferred
Stock at a price equal to 101% of the aggregate liquidation preference with 

                                       13
<PAGE>
 
respect thereto, plus accumulated and unpaid dividends, if any, to the date of
purchase. This description is intended as a summary and is qualified in its
entirety by reference to the Series B Certificate of Designation.
    
          The Company may, at its option, exchange some or all of the Series B
Preferred Stock for the Company's 13 1/2% Senior Subordinated Debentures, due
2009 (the "Exchange Debentures"). The Exchange Debentures would mature on March
31, 2009. Interest on the Exchange Debentures would be payable semi-annually,
and could be paid in the form of additional Exchange Debentures at the Company's
option. Exchange Debentures would be redeemable by the Company at any time after
March 31, 2002 at rates commencing with 106.75%, declining to 100% on March 31,
2007. The Exchange Debentures contain covenants similar to those contained in
the Indenture.     
                                                                                
          See "Description of Preferred Stock" for a description of the terms of
Series D Preferred Stock.
                                                                                
DELAWARE LAW AND CERTAIN PROVISIONS OF INTERMEDIA'S CERTIFICATE OF INCORPORATION
AND BYLAWS

          General. The Certificate of Incorporation and the Bylaws of Intermedia
contain certain provisions that could make more difficult the acquisition of
Intermedia by means of a tender offer, a proxy contest or otherwise. These
provisions are expected to discourage certain types of coercive takeover
practices and inadequate takeover bids and to encourage persons seeking to
acquire control of Intermedia first to negotiate with Intermedia. Although such
provisions may have the effect of delaying, deferring or preventing a change in
control of Intermedia, the Company believes that the benefits of increased
protection of Intermedia's potential ability to negotiate with the proponent of
an unfriendly or unsolicited proposal to acquire or restructure the Company
outweigh the disadvantages of discouraging such proposals because, among other
things, negotiation of such proposals could result in an improvement of their
terms. The description set forth below is intended as a summary only and is
qualified in its entirety by reference to the Certificate of Incorporation and
Bylaws of Intermedia.

          Board of Directors. Intermedia's Certificate of Incorporation provides
that (i) the Board be divided into three classes of directors, with each class
having a number as nearly equal as possible and with the term of each class
expiring in a different year and (ii) the Board shall consist of not less than
three nor more than seven members, the exact number to be determined from time
to time by the Board. The Board has set the number of directors at four. Subject
to any rights of holders of Preferred Stock, a majority of the Board then in
office will have the sole authority to fill any vacancies on the Board.
Stockholders can remove members of the Board only for cause.

          Stockholder Action and Special Meetings. Intermedia's Certificate of
Incorporation provides that (i) any action required or permitted to be taken by
Intermedia's stockholders must be effected at a duly called annual or special
meeting of Stockholders and may not be effected by any consent in writing and
(ii) the authorized number of directors may be changed only by resolution of the
Board. The Company's Bylaws provide that, subject to any rights of holders of
any series of Preferred Stock, special meetings of stockholders may be called
only by the Chairman of the Board or the President of Intermedia, by a majority
of the Board or by stockholders owning shares representing at least a majority
of the capital stock of Intermedia issued and outstanding and entitled to vote.

          Stockholder's Rights Plan. Intermedia's Board of Directors has adopted
a Stockholder's Rights Plan, pursuant to which rights to acquire a newly created
series of Preferred Stock, exercisable upon the occurrence of certain events,
including the acquisition by a person or group of a specified percentage of the
Common Stock, were distributed to its stockholders.
                                                                                
          Anti-Takeover Statute. Subject to certain exceptions, Section 203 of
the DGCL prohibits a publicly held Delaware corporation, such as Intermedia,
from engaging in any "business combination" with an "interested stockholder" for
a three-year period following the date on which such person became an interested
stockholder, unless (i) prior to such date, the board of directors of the
corporation approved either such business combination or the transaction that
resulted in such person becoming an interested stockholder, (ii) upon
consummation of the transaction

                                       14
<PAGE>
 
that resulted in such person becoming an interested stockholder, such person
owned at least 85% of the voting stock of the corporation outstanding
immediately prior to such transaction (excluding certain shares) or (iii) on or
subsequent to such date, such business combination is approved by the board of
directors of the corporation and by the affirmative vote of at least 66-2/3% of
the outstanding voting stock that is not owned by the interested stockholder. A
"business combination" includes a merger, asset sale or other transaction
resulting in a financial benefit to the interested stockholder. An "interested
stockholder" is essentially a person who, together with affiliates and
associates, owns (or within the past three years has owned) 15% or more of the
corporation's voting stock. It is anticipated that the provisions of Section 203
of the DGCL may encourage any person interested in acquiring Intermedia to
negotiate in advance with the Board since the stockholder approval requirement
would be avoided if a majority of Intermedia's directors then in office approved
either the business combination or the transaction that resulted in such person
becoming an interested stockholder.
                                                                                
DIVIDEND RESTRICTIONS                                                           
                                                                                
          The terms of the Existing Senior Note Indentures restrict the
Company's ability to pay cash dividends on the Series B Preferred Stock. The
existing Senior Note Indentures and the Series B Certificate of Designation
restrict Intermedia's ability to pay cash dividends on the Common Stock and the
Series D Preferred Stock.
                                                                                
TRANSFER AGENT AND REGISTRAR                                                    
                                                                                
          The transfer agent and registrar for the Common Stock, Series B
Preferred Stock and Series D Preferred Stock is Continental Stock Transfer &
Trust Company.

OUTSTANDING WARRANTS                                                            
                                                                                
          160,000 warrants (the "Public Warrants"), each to purchase 2.19 shares
of Common Stock, at an exercise price of $10.86 per share (subject to anti-
dilution adjustments) were issued as part of a June 1995 private placement. The
Public Warrants are currently exercisable. Unless exercised, the Public Warrants
will expire on June 1, 2000.
                                                                                
RESERVATION OF SHARES                                                           
                                                                                
          The Company has authorized and reserved for issuance such number of
Common Shares as will be issuable upon the conversion of all Depositary Shares
(or all shares of the Series D Preferred Stock). Such Common Shares, when
issued, will be duly and validly issued, fully paid and non-assessable, free of
preemptive rights and free from all taxes, liens, charges and security interests
with respect to the issue thereof.
                                                                                
REGISTRATION RIGHTS.                                                            
          
          In addition to the rights granted under the Preferred Stock
Registration Rights Agreement, dated July 9, 1997, among the Company and the
Initial Purchasers (the "Preferred Stock Registration Rights Agreement"), the
Company is a party to several agreements pursuant to which certain stockholders
have the right, among other matters, to require the Company to register their
shares of Common Stock under the Securities Act under certain circumstances.
These rights cover approximately 3,106,749 shares of Common Stock. Approximately
2,361,083 of such shares of Common Stock are covered by effective registration
statements and 31,380 of such shares are being registered as part of the
Registration Statement of which this prospectus forms a part. See "Description
of Preferred Stock - Registration Rights; Liquidated Damages" for a discussion
of registration rights pertaining to the Common Shares, Depositary Shares and
Series D Preferred Stock.

                                       15
<PAGE>
 
                        DESCRIPTION OF PREFERRED STOCK
                                                                                
GENERAL                                                                         
          
          The terms of the Series D Preferred Stock are set forth in the
Certificate of Designation of Voting Power, Designation Preferences and
Relative, Participating, Optional or Other Special Rights and Qualifications,
Limitations and Restrictions (the "Certificate of Designation"). The following
summary of the Series D Preferred Stock, the Certificate of Designation and the
Preferred Stock Registration Rights Agreement is not intended to be complete and
is subject to, and qualified in its entirety by reference to, the Company's
Certificate of Incorporation, the Certificate of Designation and the Preferred
Stock Registration Rights Agreement, including the definitions therein of
certain terms used below. Copies of the form of Certificate of Designation and
Preferred Stock Registration Rights Agreement are available from the Company,
upon request. As used in this Description of Preferred Stock, the term "Company"
refers to Intermedia Communications Inc., excluding its Subsidiaries.
                                                                                
          Certain of the Company's operations are conducted through its
Subsidiaries and, therefore, the Company is dependent upon the cash flow of its
Subsidiaries to meet its obligations, including its obligations under the Series
D Preferred Stock. Any right of the Company to receive assets of any of its
Subsidiaries is effectively subordinated to all indebtedness and other
liabilities and commitments (including trade payables and lease obligations) of
the Company's Subsidiaries. As of June 30, 1997 on a pro forma basis after
giving effect to the July 9 Offerings and the application of the proceeds
therefrom, the aggregate amount of liquidation preference of Senior Securities
and indebtedness and other obligations of the Company and its Subsidiaries that
would effectively rank senior in right of payment to the obligations of the
Company under the Series D Preferred Stock would have been approximately $985.6
million. See "Risk Factors."
                                                                                
          Pursuant to the Certificate of Designation, 69,000 shares (including
9,000 shares which the Initial Purchasers purchased to cover over-allotments) of
Series D Preferred Stock with the Liquidation Preference were authorized. All of
such shares are issued and outstanding and are fully paid and non-assessable.
The holders of the Series D Preferred Stock have no preemptive rights.
                                                                                
          The transfer agent for the Series D Preferred Stock is Continental
Stock Transfer & Trust Co. unless and until a successor is selected by the
Company (the "Transfer Agent").
                                                                                
RANKING                                                                         
                                                                                
          The Series D Preferred Stock, with respect to dividend distributions
and distributions upon the liquidation, winding-up and dissolution of the
Company, ranks (i) senior to all classes of common stock of the Company and to
each other class of capital stock or series of preferred stock established after
July 2, 1997 by the Board of Directors, the terms of which do not expressly
provide that it ranks senior to or on a parity with the Series D Preferred Stock
as to dividend distributions and distributions upon the liquidation, winding-up
and dissolution of the Company (collectively referred to with the common stock
of the Company as "Junior Securities"); (ii) on a parity with any additional
shares of Series D Preferred Stock issued by the Company in the future and any
other class of capital stock or series of preferred stock issued by the Company
established after July 2, 1997 by the Board of Directors, the terms of which
expressly provide that such class or series will rank on a parity with the
Series D Preferred Stock as to dividend distributions and distributions upon the
liquidation, winding-up and dissolution of the Company (collectively referred to
as "Parity Securities"); and (iii) junior to the Series B Preferred Stock 
($312.9 million aggregate liquidation preference outstanding at June 30, 1997)
and to each class of capital stock or series of preferred stock issued by the
Company established after July 2, 1997 by the Board of Directors the terms of
which expressly provide that such class or series will rank senior to the Series
D Preferred Stock as to dividend distributions and distributions upon
liquidation, winding-up and dissolution of the Company (collectively referred to
as "Senior Securities").
                                                                                
          No dividend whatsoever shall be declared or paid upon, or any sum set
apart for the payment of dividends upon, any outstanding share of the Series D
Preferred Stock with respect to any dividend period unless all dividends for

                                       16
<PAGE>
 
all preceding dividend periods have been declared and paid, or declared and a
sufficient sum set apart for the payment of such dividend, upon all outstanding
shares of Senior Securities.
                                                                                
DIVIDENDS                                                                       
                                                                                
          The holders of shares of the Series D Preferred Stock are entitled to
receive, when, as and if dividends are declared by the Board of Directors out of
funds of the Company legally available therefor, cumulative dividends from July
9, 1997 accruing at the rate per annum of 7% of the Liquidation Preference per
share, payable quarterly in arrears on each July 15, October 15, January 15 and
April 15, commencing on October 15, 1997 (each, a "Dividend Payment Date"). If
any such date is not a Business Day, such payment shall be made on the next
succeeding Business Day, to the holders of record as of the next preceding July
1, October 1, January 1 and April 1 (each, a "Record Date"). Dividends will be
payable (i) in cash, (ii) by delivery of shares of Common Stock to holders
(based upon 95% of the Average Stock Price (as defined below)) or (iii) through
any combination of the foregoing. The Company intends to pay dividends in shares
of Common Stock on each Dividend Payment Date to the extent that it is unable to
pay dividends in cash. If the dividends are paid in shares of Common Stock, the
number of shares of Common Stock to be issued on each Dividend Payment Date will
be determined by dividing the total dividend to be paid on each share of Series
D Preferred Stock by 95% of the average of the high and low sales prices of the
Common Stock as reported by the Nasdaq National Market or any national
securities exchange upon which the Common Stock is then listed, for each of the
ten consecutive trading days immediately preceding the fifth business day
preceding the Record Date (the "Average Stock Price"). The Transfer Agent is
authorized and directed in the Certificate of Designation to aggregate any
fractional shares of Common Stock that are issued as dividends, sell them at the
best available price and distribute the proceeds to the holders in proportion to
their respective interests therein. The Company will pay the expenses of the
Transfer Agent with respect to such sale, including brokerage commissions.
Dividends payable on the Series D Preferred Stock will be computed on the basis
of a 360-day year consisting of twelve 30-day months and will be deemed to
accrue on a daily basis.
          
          Dividends on the Series D Preferred Stock will accrue whether or not
the Company has earnings or profits, whether or not there are funds legally
available for the payment of such dividends and whether or not dividends are
declared. Dividends will accumulate to the extent they are not paid on the
Dividend Payment Date for the period to which they relate. The Certificate of
Designation provides that the Company will take all actions required or
permitted under the DGCL to permit the payment of dividends on the Series D
Preferred Stock, including, without limitation, through the revaluation of its
assets in accordance with the DGCL, to make or keep funds legally available for
the payment of dividends.
                                                                                
          No dividend whatsoever shall be declared or paid upon, or any sum set
apart for the payment of dividends upon, any outstanding share of the Series D
Preferred Stock with respect to any dividend period unless all dividends for all
preceding dividend periods have been declared and paid, or declared and a
sufficient sum set apart for the payment of such dividend, upon all outstanding
shares of Series D Preferred Stock. Unless full cumulative dividends on all
outstanding shares of Series D Preferred Stock for all past dividend periods
shall have been declared and paid, or declared and a sufficient sum for the
payment thereof set apart: (i) no dividend (other than a dividend payable solely
in shares of any Junior Securities) shall be declared or paid upon, or any sum
set apart for the payment of dividends upon, any shares of Junior Securities;
(ii) no other distribution shall be declared or made upon, or any sum set apart
for the payment of any distribution upon, any shares of Junior Securities, other
than a distribution consisting solely of Junior Securities; (iii) no shares of
Junior Securities shall be purchased, redeemed or otherwise acquired or retired
for value (excluding an exchange for shares of other Junior Securities) by the
Company or any of its Subsidiaries; and (iv) no monies shall be paid into or set
apart or made available for a sinking or other like fund for the purchase,
redemption or other acquisition or retirement for value of any shares of Junior
Securities by the Company or any of its Subsidiaries. Holders of the Series D
Preferred Stock will not be entitled to any dividends, whether payable in cash,
property or stock, in excess of the full cumulative dividends as herein
described.

                                       17
<PAGE>
 
          The Existing Notes Indentures contain, and any future credit
agreements or other agreements relating to Indebtedness to which the Company
becomes a party may contain, restrictions on the ability of the Company to pay
dividends on the Series D Preferred Stock.
                                                                                
OPTIONAL REDEMPTION                                                             
                                                                                
          The Series D Preferred Stock may not be redeemed at the option of the
Company prior to July 19, 2000. The Series D Preferred Stock may be redeemed for
cash, in whole or in part, at the option of the Company on or after July 19,
2000, at the redemption prices specified below (expressed as percentages of the
Liquidation Preference thereof), in each case, together with accumulated and
unpaid dividends (including an amount in cash equal to a prorated dividend for
any partial dividend period) and Preferred Stock Liquidated Damages, if any, to
the date of redemption, upon not less than 30 nor more than 60 days' prior
written notice, if redeemed during the 12-month period commencing on July 19 of
each of the years set forth below:     

<TABLE> 
<CAPTION> 
        Year                                         Percentage  
        ----                                         ----------  
        <S>                                            <C> 
        2000.....................................      104.00%       
        2001.....................................      103.00%            
        2002.....................................      102.00%   
        2003.....................................      101.00%   
        2004 and thereafter......................      100.00%   
</TABLE> 

          No optional redemption may be authorized or made unless, prior to
giving the applicable redemption notice, all accumulated and unpaid dividends
for periods ended prior to the date of such redemption notice shall have been
paid in cash or Common Stock. In the event of partial redemptions of Series D
Preferred Stock, the shares to be redeemed will be determined pro rata or by
lot, as determined by the Company.
                                                                                
CONVERSION RIGHTS                                                               
                                                                                
          Each share of Series D Preferred Stock will be convertible at any time
after October 7, 1997, unless previously redeemed, at the option of the holder
thereof into Common Stock of the Company, at a conversion rate equal to the
Liquidation Preference divided by the conversion price then applicable, except
that the right to convert shares of Series D Preferred Stock called for
redemption will terminate at the close of business on the business day preceding
the redemption date and will be lost if not exercised prior to that time, unless
the Company defaults in making the payment due upon redemption.
                                                                                
          The initial conversion price is $38.90 per share. The conversion price
will be subject to adjustment in certain events, including: (i) the payment of
dividends (and other distributions) in Common Stock on any class of capital
stock of the Company other than the payment of dividends in Common Stock on the
Series D Preferred Stock or any other regularly scheduled dividend on any other
preferred stock which does not trigger any anti-dilution provisions in any other
security; (ii) the issuance to all holders of Common Stock of rights, warrants
or options entitling them to subscribe for or purchase Common Stock at less than
the current market price (as calculated pursuant to the Certificate of
Designation); (iii) subdivisions, combinations and reclassifications of Common
Stock; (iv) distributions to all holders of Common Stock of evidences of
indebtedness of the Company, shares of any class of capital stock, cash or other
assets (including securities, but excluding those dividends, rights, warrants,
options and distributions referred to in clauses (i) through (iii) above and
dividends and distributions paid in cash out of the retained earnings of the
Company, unless the sum of all such cash dividends and distributions made and
the amount of cash and the fair market value of other consideration paid in
respect of any repurchases of Common Stock by the Company or any of its
Subsidiaries, in each case within the preceding 12 months in respect of which no
adjustment has been made, exceeds 20% of the product of the then current market
price of the Common Stock times the aggregate number of shares of Common Stock
outstanding on the record date for such dividend or distribution).

                                       18
<PAGE>
 
          No adjustment of the conversion price will be required to be made
until cumulative adjustments amount to 1% or more of the conversion price as
last adjusted. Notwithstanding the foregoing, no adjustment to the conversion
price shall reduce the conversion price below the then applicable par value per
share of the Common Stock. In addition to the foregoing adjustments, the Company
will be permitted to make such reductions in the conversion price as it
considers to be advisable in order that any event treated for federal income tax
purposes as a dividend of stock or stock rights will not be taxable to the
holders of the Common Stock.
                                                                                
          In the case of certain consolidations or mergers to which the Company
is a party or the transfer of substantially all of the assets of the Company,
each share of Series D Preferred Stock then outstanding would become convertible
only into the kind and amount of securities, cash and other property receivable
upon the consolidation, merger or transfer by a holder of the number of shares
of Common Stock into which such share of Series D Preferred Stock might have
been converted immediately prior to such consolidation, merger or transfer
(assuming such holder of Common Stock failed to exercise any rights of election
and received per share the kind and amount receivable per share by a plurality
of non-electing shares).

          The holder of record of a share of Series D Preferred Stock at the
close of business on a record date with respect to the payment of dividends on
the Series D Preferred Stock will be entitled to receive such dividends with
respect to such share of Series D Preferred Stock on the corresponding Dividend
Payment Date, notwithstanding the conversion of such share after such Record
Date and prior to such Dividend Payment Date. A share of Series D Preferred
Stock surrendered for conversion during the period from the close of business on
any Record Date for the payment of dividends to the opening of business of the
corresponding Dividend Payment Date must be accompanied by a payment in cash,
Common Stock or a combination thereof, depending on the method of payment that
the Company has chosen to pay the dividend, in an amount equal to the dividend
payable on such Dividend Payment Date, unless such share of Series D Preferred
Stock has been called for redemption on a redemption date occurring during the
period from the close of business on any Record Date for the payment of
dividends to the close of business on the business day immediately following the
corresponding Dividend Payment Date. The dividend payment with respect to a
share of Series D Preferred Stock called for redemption on a date during the
period from the close of business on any Record Date for the payment of
dividends to the close of business on the business day immediately following the
corresponding Dividend Payment Date will be payable on such Dividend Payment
Date to the record holder of such share on such Record Date, notwithstanding the
conversion of such share after such Record Date and prior to such Dividend
Payment Date. No payment or adjustment will be made upon conversion of shares of
Series D Preferred Stock for accumulated and unpaid dividends or for dividends
with respect to the Common Stock issued upon such conversion.
                                                                                
CHANGE OF CONTROL                                                               
                                                                                
          Upon the occurrence of a Preferred Stock Change of Control and subject
to restrictions on repurchase contained in the instruments governing Company's
outstanding indebtedness and the Series B Preferred Stock Certificate of
Designation, the Company will be required to make an offer (a "Preferred Stock
Change of Control Offer") to repurchase all or any part of each holder's Series
D Preferred Stock at an offer price in cash equal to 100% of the aggregate
Liquidation Preference thereof, plus accumulated and unpaid dividends and
Preferred Stock Liquidated Damages, if any, thereon to the date of repurchase.
Within 30 days following a Preferred Stock Change of Control, the Company will
mail a notice to each holder of Series D Preferred Stock describing the
transaction that constitutes the Preferred Stock Change of Control and offering
to repurchase the Series D Preferred Stock pursuant to the procedures required
by the Certificate of Designation and described in such notice; provided that,
prior to complying with the provisions of this covenant, but in any event within
90 days following a Preferred Stock Change of Control, the Company will either
repay all outstanding indebtedness or obtain the requisite consents, if any,
under all agreements governing outstanding indebtedness to permit the repurchase
of the Series D Preferred Stock required by this covenant. The Company will
comply with the requirements of the Exchange Act and any other securities laws
and regulations thereunder to the extent such laws and regulations are
applicable in connection with the repurchase of the Series D Preferred Stock as
a result of a Preferred Stock Change of Control.

                                       19
<PAGE>
 
          A "Preferred Stock Change of Control" will be deemed to have occurred
upon the occurrence of any of the following: (a) the sale, lease, transfer,
conveyance or other disposition (other than by way of merger or consolidation),
in one or a series of related transactions, of all or substantially all of the
assets of the Company and its Subsidiaries, taken as a whole, (b) the adoption
of a plan relating to the liquidation or dissolution of the Company, (c) the
consummation of any transaction (including, without limitation, any merger or
consolidation) the result of which is that any "person" or "group" (as such
terms are used in Section 13(d)(3) of the Exchange Act) becomes the "beneficial
owner" (as such term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange
Act), directly or indirectly through one or more intermediaries, of more than
50% of the voting power of the outstanding voting stock of the Company, unless
(i) the closing price per share of Common Stock for any five trading days within
the period of ten consecutive trading days ending immediately after the
announcement of such Preferred Stock Change of Control equals or exceeds 105% of
the conversion price of the Series D Preferred Stock in effect on each such
trading day or (ii) at least 90% of the consideration in the transaction or
transactions constituting a Preferred Stock Change of Control pursuant to clause
(c) consists of shares of Common Stock traded or to be traded immediately
following such Preferred Stock Change of Control on a national securities
exchange or the Nasdaq National Market and, as a result of such transaction or
transactions, the Series D Preferred Stock become convertible solely into such
Common Stock (and any rights attached thereto), or (d) the first day on which
more than a majority of the members of the Board of Directors of the Company are
not Preferred Stock Continuing Directors; provided, however, that a transaction
in which the Company becomes a subsidiary of another entity shall not constitute
a Preferred Stock Change of Control if (i) the stockholders of the Company
immediately prior to such transaction "beneficially own" (as such term is
defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly or
indirectly through one or more intermediaries, at least a majority of the voting
power of the outstanding voting stock of the Company immediately following the
consummation of such transaction and (ii) immediately following the consummation
of such transaction, no "person" or "group" (as such terms are defined above),
other than such other entity (but including holders of equity interests of such
other entity), "beneficially owns" (as such term is defined above), directly or
indirectly through one or more intermediaries, more than 50% of the voting power
of the outstanding voting stock of the Company.
                                                                                
          "Preferred Stock Continuing Directors" means, as of any date of
determination, any member of the Board of Directors of the Company who (a) was a
member of the Board of Directors on the date of original issuance of the Series
D Preferred Stock or (b) was nominated for election to the Board of Directors
with the approval of, or whose election was ratified by, at least two-thirds of
the Preferred Stock Continuing Directors who were members of the Board of
Directors at the time of such nomination or election.
                                                                                
          Except as described above with respect to a Preferred Stock Change of
Control, the Certificate of Designation does not contain provisions that permit
the holders of the Series D Preferred Stock to require that the Company
repurchase or redeem the Series D Preferred Stock in the event of a takeover,
recapitalization or similar transaction. In addition, the Company could enter
into certain transactions, including acquisitions, refinancings or other
recapitalization, that could affect the Company's capital structure or the value
of the Series D Preferred Stock or the Common Stock, but that would not
constitute a Preferred Stock Change of Control.
                                                                                
          The Existing Senior Notes or other indebtedness and the Series B
Preferred Stock could restrict the Company's ability to repurchase the Series D
Preferred Stock upon a Preferred Stock Change of Control. In the event a
Preferred Stock Change of Control occurs at a time when the Company is
prohibited from repurchasing the Series D Preferred Stock, the Company could
either (i) repay in full or refinance all such outstanding indebtedness or
Preferred Stock or (ii) obtain the requisite consents, if any, under all
agreements governing outstanding indebtedness or Preferred Stock to permit the
repurchase of Series D Preferred Stock required by this covenant. The Company
must first comply with the covenants in its outstanding indebtedness or take the
actions described in the preceding sentence before it will be required to
repurchase shares of Series D Preferred Stock in the event of a Preferred Stock
Change of Control; provided, that if the Company fails to repurchase shares of
Series D Preferred Stock, the sole remedy to holders of Series D Preferred Stock
will be the voting rights arising from a Voting Rights Triggering Event.
Moreover, the Company will not repurchase or redeem any Series D Preferred Stock
pursuant to this Preferred Stock Change of Control provision prior to the
Company's repurchase of the Series B Preferred Stock pursuant to the change of
control covenants in the Series B Preferred Stock. As a result of the foregoing,
a holder of the Series D Preferred Stock may

                                       20
<PAGE>
 
not be able to compel the Company to purchase the Series D Preferred Stock
unless the Company is able at the time to refinance all such indebtedness and
the Series B Preferred Stock. See "Risk Factors-Business Combinations; Change of
Control."
                                                                                
          The Company will not be required to make a Preferred Stock Change of
Control Offer to the holders of Series D Preferred Stock upon a Preferred Stock
Change of Control if a third party makes the Preferred Stock Change of Control
Offer described above in the manner, at the times and otherwise in compliance
with the requirements set forth in the Certificate of Designation applicable to
a Preferred Stock Change of Control Offer made by the Company and purchases all
shares of Series D Preferred Stock validly tendered and not withdrawn under such
Preferred Stock Change of Control Offer.
                                                                                
VOTING RIGHTS                                                                   
                                                                                
          Holders of record of shares of the Series D Preferred Stock have no
voting rights, except as required by law and as provided in the Certificate of
Designation. The Certificate of Designation provides that upon (a) the
accumulation of accrued and unpaid dividends on the outstanding Series D
Preferred Stock in an amount equal to six quarterly dividends (whether or not
consecutive) or (b) the failure of the Company to make a Preferred Stock Change
of Control Offer or to repurchase all of the Series D Preferred Stock tendered
in a Preferred Stock Change of Control Offer (each of the events described in
clauses (a) and (b) being referred to herein as a "Voting Rights Triggering
Event"), then the holders of a majority of the outstanding shares of Series D
Preferred Stock will be entitled to elect such number of members to the Board of
Directors of the Company constituting at least 20% of the then existing Board of
Directors before such election (rounded to the nearest whole number), provided,
however, that such number shall be no less than one nor greater than two, and
the number of members of the Company's Board of Directors will be immediately
and automatically increased by one or two, as the case may be. Voting rights
arising as a result of a Voting Rights Triggering Event will continue until such
time as all dividends in arrears on the Series D Preferred Stock are paid in
full and all other Voting Rights Triggering Events have been cured or waived, at
which time the term of office of any such members of the Board of Directors so
elected shall terminate and such directors shall be deemed to have resigned.
                                                                                
          In addition, the Certificate of Designation provides that the Company
will not authorize any class of Senior Securities or any obligation or security
convertible or exchangeable into or evidencing a right to purchase shares of any
class or series of Senior Securities, without the approval of holders of at
least a majority of the shares of Series D Preferred Stock then outstanding,
voting or consenting, as the case may be, as one class. The Certificate of
Designation also provides that the Company may not amend the Certificate of
Designation so as to affect adversely the specified rights, preferences,
privileges or voting rights of holders of shares of the Series D Preferred Stock
or authorize the issuance of any additional shares of Series D Preferred Stock,
without the approval of the holders of at least a majority of the then
outstanding shares of Series D Preferred Stock voting or consenting, as the case
may be, as one class; provided, however, that the Company may not amend the
Preferred Stock Change of Control provisions of the Certificate of Designation
(including the related definitions) without the approval of the holders of at
least 66 2/3% of the then outstanding shares of Series D Preferred Stock voting
or consenting, as the case may be, as one class. The Certificate of Designation
also provides that, except as set forth above with respect to Senior Securities,
(a) the creation, authorization or issuance of any shares of Junior Securities,
Parity Securities or Senior Securities or (b) the increase or decrease in the
amount of authorized capital stock of any class, including any preferred stock,
shall not require the consent of the holders of Series D Preferred Stock and
shall not be deemed to affect adversely the rights, preferences, privileges,
special rights or voting rights of holders of shares of Series D Preferred
Stock. The consent of the holders of Series D Preferred Stock will not be
required for the Company to authorize, create (by way of reclassification or
otherwise) or issue any Parity Securities or any obligation or security
convertible or exchangeable into or evidencing a right to purchase, shares of
any class or series of Parity Securities.

                                       21
<PAGE>
 
   MERGER, CONSOLIDATION AND SALE OF ASSETS

             Without the vote or consent of the holders of a majority of the
   then outstanding shares of Series D Preferred Stock, the Company may not
   consolidate or merge with or into, or sell, assign, transfer, lease, convey
   or  otherwise dispose of all or substantially all of its assets to, any
   person unless (a) the entity formed by such consolidation or merger (if other
   than the Company) or to which such sale, assignment, transfer, lease,
   conveyance or other disposition shall have been made (in any such case, the
   "resulting entity") is a corporation organized and existing under the laws of
   the United States or any State thereof or the District of Columbia; (b) if
   the Company is not the resulting entity, the Series D Preferred Stock is
   converted into or exchanged for and becomes shares of such resulting entity,
   having in respect of such resulting entity the same (or more favorable)
   powers, preferences and relative, participating, optional or other special
   rights thereof that the Series D Preferred Stock had immediately prior to
   such transaction; and (c) immediately after giving effect to such
   transaction, no Voting Rights Triggering Event has occurred and is
   continuing. The resulting entity of such transaction shall thereafter be
   deemed to be the "Company" for all purposes of the Certificate of
   Designation.

   LIQUIDATION RIGHTS

             Upon any voluntary or involuntary liquidation, dissolution or
   winding-up of the Company or reduction or decrease in its capital stock
   resulting in a distribution of assets to the holders of any class or series
   of the Company's capital stock, each holder of shares of the Series D
   Preferred Stock will be entitled to payment out of the assets of the Company
   available for distribution of an amount equal to the Liquidation Preference
   per share of Series D Preferred Stock held by such holder, plus accrued and
   unpaid dividends and Preferred Stock Liquidated Damages, if any, to the date
   fixed for liquidation, dissolution, winding-up or reduction or decrease in
   capital stock, before any distribution is made on any Junior Securities,
   including, without limitation, Common Stock. After payment in full of the
   Liquidation Preference and all accrued dividends and Preferred Stock
   Liquidated Damages, if any, to which holders of Series D Preferred Stock are
   entitled, such holders will not be entitled to any further participation in
   any distribution of assets of the Company. If, upon any voluntary or
   involuntary liquidation, dissolution or winding-up of the Company, the
   amounts payable with respect to the Series D Preferred Stock and all other
   Parity Securities are not paid in full, the holders of the Series D Preferred
   Stock and the Parity Securities will share equally and ratably in any
   distribution of assets of the Company in proportion to the full liquidation
   preference and accumulated and unpaid dividends and Preferred Stock
   Liquidated Damages, if any, to which each is entitled. However, neither the
   voluntary sale, conveyance, exchange or transfer (for cash, shares of stock,
   securities or other consideration) of all or substantially all of the
   property or assets of the Company nor the consolidation or merger of the
   Company with or into one or more persons will be deemed to be a voluntary or
   involuntary liquidation, dissolution or winding-up of the Company or
   reduction or decrease in capital stock, unless such sale, conveyance,
   exchange or transfer shall be in connection with a liquidation, dissolution
   or winding-up of the business of the Company or reduction or decrease in
   capital stock.

   REPORTS

             The Certificate of Designation provides that the Company will file
   all annual and quarterly reports and the information, documents, and other
   reports that the Company is required to file with the Commission pursuant to
   Section 13(a) or 15(d) of the Exchange Act ("SEC Reports") with the Transfer
   Agent within 15 days after it files them with the Commission. In the event
   the Company is not required or shall cease to be required to file SEC
   Reports, pursuant to the Exchange Act, the Company will nevertheless continue
   to file such reports with the Commission (unless the Commission will not
   accept such a filing). Whether or not required by the Exchange Act to file
   SEC Reports with the Commission, so long as any Series D Preferred Stock are
   outstanding, the Company will furnish copies of the SEC Reports to the
   holders of Series D Preferred Stock at the time the Company is required to
   make such information available to the Transfer Agent and to investors who
   request it in writing. In addition, the Company has agreed that, for so long
   as any shares of Series D Preferred Stock remain outstanding, it will furnish
   to the holders and to securities analysts and prospective investors, upon
   their request, the information required to be delivered pursuant to Rule
   144A(d)(4) under the Securities Act.

                                       22

<PAGE>
 
   REGISTRATION RIGHTS; LIQUIDATED DAMAGES

             Pursuant to the Preferred Stock Registration Rights Agreement, the
   Company agreed to file a shelf registration statement (the "Shelf
   Registration Statement") covering resales of Preferred Stock Transfer
   Restricted Securities (as defined below) by holders thereof (who satisfied
   certain conditions relating to the provision of information to the
   registrant) on or prior to September 7, 1997, and to use its reasonable best
   efforts to cause such shelf registration statement to become effective on or
   prior to 120 days after such date.

             "Preferred Stock Transfer Restricted Securities" for this purpose,
   means each Depositary Share, each share of Series D Preferred Stock and each
   Common Share until (a) the date on which such security has been effectively
   registered under the Securities Act and disposed of in accordance with the
   Shelf Registration Statement or (b) the date on which such security is
   distributed to the public pursuant to Rule 144 under the Securities Act or
   may be distributed to the public pursuant to Rule 144(k) under the Securities
   Act.
    
             The Registration Statement of which this Prospectus forms a part
   constitutes the Shelf Registration statement. The Company is obligated to use
   its best efforts to maintain the effectiveness of the Shelf Registration
   Statement for a period ending on the earlier of July 9, 1999 and the date
   when all Preferred Stock Transfer Restricted Securities covered by the Shelf
   Registration Statement are sold.  If the Shelf Registration Statement ceases
   to be effective or usable for any period of ten consecutive days or for any
   20 days in any 180-day period in connection with resales of Preferred Stock
   Transfer Restricted Securities (provided, that the Company will have the
   option of suspending the effectiveness of the Shelf Registration Statement,
   without becoming obligated to pay Preferred Stock Liquidated Damages for
   periods of up to a total of 60 days in any calendar year if the Board of
   Directors of the Company determines that compliance with the disclosure
   obligations necessary to maintain the effectiveness of the Shelf Registration
   Statement at such time could reasonably be expected to have an adverse effect
   on the Company or a pending corporate transaction) (a "Registration
   Default"), then the Company will pay to each holder of Preferred Stock
   Transfer Restricted Securities liquidated damages ("Preferred Stock
   Liquidated Damages") at a rate of 0.25% per year of the Liquidation
   Preference of the Series D Preferred Stock constituting Preferred Stock
   Transfer Restricted Securities, which shall accrue from the date of the
   Registration Default until such Registration Default is cured. All accrued
   Preferred Stock Liquidated Damages will be paid in shares of Common Stock
   valued at the Average Stock Price by the Company on each Dividend Payment
   Date specified in the Certificate of Designation. Following the cure of all
   Registration Defaults, the accrual of Preferred Stock Liquidated Damages will
   cease.    
                                       23
<PAGE>
 
                        DESCRIPTION OF DEPOSITARY SHARES

             Each Depositary Share represents a one-hundredth interest in a
   share of Series D Preferred Stock deposited under the Deposit Agreement
   ("Deposit Agreement"), entered into among Intermedia, Continental Stock
   Transfer & Trust Company, as depositary agent ("Continental"), and the
   holders from time to time of Depositary Receipts issued thereunder. Subject
   to the terms of the Deposit Agreement, each owner of a Depositary Share is
   entitled proportionately to all of the rights and preferences of the shares
   of Series D Preferred Stock represented thereby (including dividend, voting,
   redemption and liquidation rights) contained in the Company's Certificate of
   Incorporation and the Certificate of Designation and summarized above under
   "Description of Series D Preferred Stock." The Company does not expect that
   there will be any public trading market for the Series D Preferred Stock
   except as represented by the Depositary Shares.

             The Depositary Shares are evidenced by depositary receipts issued
   pursuant to the Deposit Agreement ("Depositary Receipts"). The following
   description of Depositary Shares does not purport to be complete and is
   subject to, and qualified in its entirety by, the provisions of the Deposit
   Agreement (which contains the form of Depositary Receipt), a copy of which is
   available from the Company, upon request.

   ISSUANCE OF DEPOSITARY RECEIPTS

             The Series D Preferred Stock was deposited with Continental
   immediately preceding the July 9 Offerings, and Continental in turn executed
   and delivered the Depositary Receipts to the Company. The Company delivered
   the Depositary Receipts to the Initial Purchasers.

   WITHDRAWAL OF SERIES D PREFERRED STOCK

             Upon surrender of the Depositary Receipts at the corporate trust
   office of Continental, the owner of the Depositary Shares evidenced thereby
   is entitled to delivery at such office of the number of whole shares of
   Series D Preferred Stock represented by such Depositary Shares. Owners of
   Depositary Shares are entitled to receive only whole shares of Series D
   Preferred Stock on the basis of one share of Series D Preferred Stock for
   each one hundred Depositary Shares. In no event will fractional shares of
   Series D Preferred Stock (or cash in lieu thereof) be distributed by
   Continental. If the Depositary Receipts delivered by the holder evidence a
   number of Depositary Shares in excess of the number of Depositary Shares
   representing the number of whole shares of Series D Preferred Stock to be
   withdrawn, Continental will deliver to such holder at the same time a new
   Depositary Receipt evidencing such excess number of Depositary Shares.

             The Company has not applied and does not intend to apply for the
   listing of the Depositary Shares or the Series D Preferred Stock on any
   securities exchange or for quotation through the Nasdaq National Market.

   CONVERSION AND CALL PROVISION

             Conversion at the Option of Holder. As described under "Description
   of Preferred Stock- Conversion Rights," the Series D Preferred Stock may be
   converted, in whole or in part, into shares of Common Stock at the option of
   the holders of Series D Preferred Stock at any time after October 7, 1997,
   unless previously redeemed. The Depositary Shares held by any holder may, at
   the option of such holders, be converted in whole or from time to time in
   part (but only in lots of 100 Depositary Shares or integral multiples
   thereof), into shares of Common Stock upon the same terms and conditions as
   the Series D Preferred Stock, except that the number of shares of Common
   Stock received upon conversion of each Depositary Share will be equal to the
   number of shares of Common Stock received upon conversion of one share of
   Series D Preferred Stock divided by one hundred. To effect such an optional
   conversion, a holder of Depositary Shares must deliver Depositary Receipts
   evidencing the Depositary Shares to be converted, together with a written
   notice of conversion and a proper assignment of the Depositary Receipts to
   the Company or in blank, to Continental or its agent. A Depositary Share
   surrendered for conversion during the period from the close of business on
   any Record Date for the payment of dividends to the opening of business of
   the corresponding Dividend Payment Date must be accompanied by a payment in
   cash, Common Stock or a combination thereof, depending on the method of

                                       24
<PAGE>
 
   payment that the Company has chosen to pay the dividend, in an amount equal
   to the dividend payable on such Dividend Payment Date, unless such Depositary
   Share has been called for redemption on a redemption date occurring during
   the period from the close of business on any Record Date for the payment of
   dividends to the close of business on the Business Day immediately following
   the corresponding Dividend Payment Date. The dividend payment with respect to
   a Depositary Share called for redemption on a date during the period from the
   close of business on any Record Date for the payment of dividends to the
   close of business on the Business Day immediately following the corresponding
   Dividend Payment Date will be payable on such Dividend Payment Date to the
   record holder of such share on such Record Date, notwithstanding the
   conversion of such share after such Record Date and prior to such Dividend
   Payment Date. Each optional conversion of Depositary Shares shall be deemed
   to have been effected immediately before the close of business on the date on
   which the foregoing requirements shall have been satisfied.

             If only a portion of the Depositary Shares evidenced by a
   Depositary Receipt is to be converted, a new Depositary Receipt or Receipts
   will be issued for any Depositary Shares not converted. No fractional shares
   of Common Stock will be issued upon conversion of Depositary Shares, and, if
   such conversion would otherwise result in a fractional share of Common Stock
   being issued, the number of shares of Common Stock to be issued upon such
   conversion shall be rounded up to the nearest whole share.

             After the date fixed for conversion or redemption, the Depositary
   Shares so converted or called for redemption will no longer be deemed to be
   outstanding and all rights of the holders of such Depositary Shares will
   cease, except the holder of such Depositary Shares shall be entitled to
   receive any money or other property to which the holders of such Depositary
   Shares were entitled upon such conversion or redemption, upon surrender to
   Continental of the Depositary Receipt or Receipts evidencing such Depositary
   Shares.

   DIVIDENDS AND OTHER DISTRIBUTIONS

             Continental will distribute all dividends or other distributions in
   respect of the Series D Preferred Stock to the record holders of Depositary
   Receipts in proportion to the number of Depositary Shares owned by such
   holders. See "Description of Preferred Stock - Dividends."

             The amount distributed in any of the foregoing cases will be
   reduced by any amount required to be withheld by the Company or Continental
   on account of taxes.

   RECORD DATE

             Whenever (i) any dividend or other distribution shall become
   payable, any distribution shall be made, or any rights, preferences or
   privileges shall be offered with respect to the Series D Preferred Stock, or
   (ii) Continental shall receive notice of any meeting at which holders of
   Series D Preferred Stock are entitled to vote or of which holders of Series D
   Preferred Stock are entitled to notice, or of any election on the part of the
   Company to call for redemption any Series D Preferred Stock, Continental
   shall in each such instance fix a record date (which shall be the same date
   as the record date for the Series D Preferred Stock) for the determination of
   the holders of Depositary Receipts (x) who shall be entitled to receive such
   dividend, distribution, rights, preference or privileges or the net proceeds
   of the sale thereof, (y) who shall be entitled to give instructions for the
   exercise of voting rights at any such meeting or to receive notice of such
   meeting, or (z) who shall be subject to such redemption, subject to the
   provisions of the Deposit Agreement.

   VOTING OF DEPOSITARY SHARES

             Holders of record of Depositary Shares have no voting rights,
   except as required by law and as provided in the Certificate of Designation
   in respect of the Series D Preferred Stock, as described under "Description
   of Preferred Stock - Voting Rights."

                                       25
<PAGE>
 
   AMENDMENT AND TERMINATION OF DEPOSIT AGREEMENT

             The form of Depositary Receipts and any provision of the Deposit
   Agreement may at any time be amended by agreement between the Company and
   Continental.  However, any amendment that imposes any fees, taxes or other
   charges payable by holders of Depositary Receipts (other than taxes and other
   governmental charges, fees and other expenses payable by such holders as
   stated under "Charges of Continental"), or that otherwise prejudices any
   substantial existing right of holders of Depositary Receipts, will not take
   effect as to outstanding Depositary Receipts until the expiration of 90 days
   after notice of such amendment has been mailed to the record holders of
   outstanding Depositary Receipts. Every holder of Depositary Receipts at the
   time any such amendment becomes effective shall be deemed to consent and
   agree to such amendment and to be bound by the Deposit Agreement, as so
   amended. In no event may any amendment impair the right of any owner of
   Depositary Shares, subject to the conditions specified in the Deposit
   Amendment, upon surrender of the Depositary Receipts evidencing such
   Depositary Shares, to receive Series D Preferred Stock or, upon conversion of
   the Series D Preferred Stock represented by the Depositary Receipts, to
   receive shares of Common Stock, and in each case any money or other property
   represented thereby, except in order to comply with mandatory provisions of
   applicable law.

             Whenever so directed by the Company, Continental will terminate the
   Deposit Agreement after mailing notice of such termination to the record
   holders of all Depositary Receipts then outstanding at least 30 days before
   the date fixed in such notice for such termination. Continental may likewise
   terminate the Deposit Agreement if at any time 45 days shall have expired
   after Continental shall have delivered to the Company a written notice of its
   election to resign and a successor depositary shall not have been appointed
   and accepted its appointment. If any Depositary Receipts remain outstanding
   after the date of termination, Continental thereafter will discontinue the
   transfer of Depositary Receipts, will suspend the distribution of dividends
   to the holders thereof, and will not give any further notices (other than
   notice of such termination) or perform any further acts under the Deposit
   Agreement except as provided below and except that Continental will continue
   (i) to collect dividends on the Series D Preferred Stock and any other
   distributions with respect thereto and (ii) to deliver the Series D Preferred
   Stock together with such dividends and distributions and the net proceeds of
   any sales or rights, preferences, privileges or other property, without
   liability for interest thereon, in exchange for Depositary Receipts
   surrendered. At any time after the expiration of two years from the date of
   termination, Continental may sell the Series D Preferred Stock then held by
   it at public or private sale, at such place or places and upon such terms as
   it deems proper and may thereafter hold the net proceeds of any such sale,
   together with any money and other property then held by it, without liability
   for interest thereon, for the pro rata benefit of the holders of Depositary
   Receipts which have not been surrendered. The Company does not intend to
   terminate the Deposit Agreement or to permit the resignation of Continental
   without appointing a successor depositary.

   CHARGES OF CONTINENTAL

             The Company will pay all charges of Continental including the
   distribution of information to the holders of Depositary Receipts with
   respect to matters on which Series D Preferred Stock are entitled to vote,
   withdrawals of the Series D Preferred Stock by the holders of Depositary
   Receipts or redemption or conversion of the Depositary Receipts, except for
   taxes (including transfer taxes, if any) and other governmental charges and
   such other charges as are provided in the Deposit Agreement to be at the
   expense of the holders of Depositary Receipts or persons depositing Series D
   Preferred Stock.

   GENERAL

             Continental will make available for inspection by holders of
   Depositary Receipts at its corporate trust office all reports and
   communications from the Company that are delivered to Continental and made
   generally available to the holders of the Series D Preferred Stock.

             Neither Continental nor the Company will be liable if it is
   prevented or delayed by law or any circumstance beyond its control from or in
   performing its obligations under the Deposit Agreement.

                                       26
<PAGE>
 
   FORM AND DENOMINATION

             Global Shares; Book-Entry Form. The Depositary Shares have been
   issued in the form of one or more global certificates (the "Depositary Share
   Global Certificate") which have been deposited with, or on behalf of, the
   Depositary and registered in the name of Cede & Co., as nominee of the
   Depositary (the "Global Certificate Holder"). Except as set forth below,
   record ownership of the Depositary Share Global Certificate may be
   transferred, in whole or in part, only to another nominee of the Depositary
   or to a successor of the Depositary or its nominee.

             Owners of a beneficial interest in the Depositary Share Global
   Certificate may hold their interest in the Depositary Share Global
   Certificate directly through the Depositary if such holder is a Participant
   in the Depositary or indirectly through organizations that are Participants
   in the Depositary. Persons who are not Participants may beneficially own
   interests in the Depositary Share Global Certificate held by the Depositary
   only through Participants or certain banks, brokers, dealers, trust companies
   and other parties that clear though or maintain a custodial relationship with
   a Participant, either directly or indirectly. So long as Cede & Co., as the
   nominee of the Depositary, is the registered owner of the Depositary Share
   Global Certificate, Cede & Co. for all purposes will be considered the sole
   holder of the Depositary Share Global Certificate. Owners of beneficial
   interest in the Depositary Share Global Certificate will be entitled to have
   certificates registered in their names and to receive physical delivery of
   certificates in definitive form (the "Definitive Securities").

             Payment of dividends on and any redemption price with respect to
   the Depositary Share Global Certificate will be made to the Global
   Certificate Holder, as registered owner of the Depositary Share Global
   Certificate, by wire transfer of immediately available funds on each Dividend
   Payment Date or redemption date, as applicable. Neither the Company nor the
   Transfer Agent will have any responsibility or liability for any aspect of
   the records relating to or payments made on account of beneficial ownership
   interests in the Depositary Share Global Certificate or for maintaining,
   supervising or reviewing any records relating to such beneficial ownership
   interest.

             The Company has been informed by the Depositary that, with respect
   to any payment of dividends on, or the redemption price with respect to, the
   Depositary Share Global Certificate, the Depositary's practice is to credit
   Participants' accounts on the payment date therefor, with payments in amounts
   proportionate to their respective beneficial interests in the Depositary
   Shares represented by the Depositary Share Global Certificate as shown on the
   records of the Depositary, unless the Depositary has reason to believe that
   it will not receive payment on such payment date. Payments by Participants to
   owners of beneficial interests in the Depositary Shares represented by the
   Depositary Share Global Certificate held through such Participants will be
   the responsibility of such Participants, as is now the case with securities
   held for the accounts of customers registered in "street name."

             Transfers between Participants will be effected in the ordinary way
   in accordance with the Depositary's rules and will be settled in immediately
   available funds. The laws of some states require that certain persons take
   physical delivery of securities in definitive form. Consequently, the ability
   to transfer beneficial interests in the Depositary Share Global Certificate
   to such persons may be limited. Because the Depositary can only act on behalf
   of Participants, who in turn act on behalf of Indirect Participants and
   certain banks, the ability of a person having a beneficial interest in the
   Depositary Shares represented by the Depositary Share Global Certificate to
   pledge such interest to persons or entities that do not participate in the
   Depositary system, or otherwise take actions in respect of such interest, may
   be affected by the lack of a physical certificate evidencing such interest.

             Neither the Company nor the Transfer Agent will have responsibility
   for the performance of the Depositary or its Participants or Indirect
   Participants of their respective obligations under the rules and procedures
   governing their operations. The Depositary has advised the Company that it
   will take any action permitted to be taken by a holder of Depositary Shares
   (including, without limitation, the presentation of Depositary Shares for
   exchange) only at the direction of one or more Participants to whose account
   with the Depositary interests in the Depositary Share Global Certificate are
   credited, and only in respect of the Depositary Shares represented by the
   Depositary Share Global Certificate as to which such Participant or
   Participants has or have given such direction.

                                       27
<PAGE>
 
             The Depositary has also advised the Company that the Depositary is
   a limited purpose trust company organized under the laws of the State of New
   York, a member of the Federal Reserve System, a "clearing corporation" within
   the meaning of the Uniform Commercial Code and a "clearing agency" registered
   pursuant to the provisions of Section 17A of the Exchange Act. The Depositary
   was created to hold securities for its Participants and to facilitate the
   clearance and settlement of securities transactions between Participants
   through electronic book-entry changes to accounts of its Participants,
   thereby eliminating the need for physical movement of certificates.
   Participants include securities brokers and dealers, banks, trust companies
   and clearing corporations and may include certain other organizations such as
   the Initial Purchasers. Certain of such Participants (or their
   representatives), together with other entities, own the Depositary. Indirect
   access to the Depositary system is available to others such as banks,
   brokers, dealers and trust companies that clear through, or maintain a
   custodial relationship with, a Participant, either directly or indirectly.

             Although the Depositary has agreed to the foregoing procedures in
   order to facilitate transfers of interests in the Depositary Share Global
   Certificate among Participants, it is under no obligation to perform or
   continue to perform such procedures, and such procedures may be discontinued
   at any time. If the Depositary is at any time unwilling or unable to continue
   as depositary and a successor depositary is not appointed by the Company
   within 90 days, the Company will cause the Depositary Shares to be issued in
   definitive form in exchange for the Depositary Share Global Certificate.

             Certificated Depositary Shares. Investors in the Depositary Shares
   may request that Definitive Securities be issued in exchange for Depositary
   Shares represented by the Depositary Share Global Certificate. Furthermore,
   Definitive Securities may be issued in exchange for Depositary Shares
   represented by the Depositary Share Global Certificate if no successor
   depositary is appointed by the Company as set forth above.

             Unless determined otherwise by the Company in accordance with
   applicable law, Definitive Securities issued upon transfer or exchange of
   beneficial interests in Depositary Shares represented by the Depositary Share
   Global Certificate will bear a legend setting forth transfer restrictions
   under the Securities Act. Any request for the transfer of Definitive
   Securities bearing the legend, or for removal of the legend from Definitive
   Securities, must be accompanied by satisfactory evidence, in the form of an
   opinion of counsel, that such transfer complies with the Securities Act or
   that neither the legend nor the restrictions on transfer set forth therein
   are required to ensure compliance with the provisions of the Securities Act,
   as the case may be.

                                       28
<PAGE>
 
                    CERTAIN FEDERAL INCOME TAX CONSEQUENCES

             The following discussion summarizes the material United States
   federal income tax considerations generally applicable to persons acquiring
   the Depositary Shares, but does not purport to be a complete analysis of all
   potential consequences. The discussion is based upon the Internal Revenue
   Code of 1986, as amended (the "Code"), Treasury regulations, Internal Revenue
   Service ("IRS") rulings and judicial decisions now in effect, all of which
   are subject to change at any time by legislative, judicial or administrative
   action. Any such changes may be applied retroactively in a manner that could
   adversely affect a holder of the Depositary Shares and Common Stock.

             The discussion assumes that the holders of the Depositary Shares
   and Common Stock will hold them as "capital assets" within the meaning of
   Section 1221 of the Code. The discussion is not binding on the IRS or the
   courts. The Company has not sought and will not seek any rulings from the IRS
   with respect to the positions of the Company discussed herein, and there can
   be no assurance that the IRS will not take a different position concerning
   the tax consequences of the purchase, ownership or disposition of the
   Depositary Shares or Common Stock or that any such position would not be
   sustained.

             The tax treatment of a holder of the Depositary Shares and Common
   Stock may vary depending on such holder's particular situation or status.
   Certain holders (including S corporations, insurance companies, tax-exempt
   organizations, financial institutions, broker-dealers, taxpayers subject to
   alternative minimum tax and persons holding Depositary Shares or Common Stock
   as part of a straddle, hedging or conversion transaction) may be subject to
   special rules not discussed below. The following discussion is limited to the
   United States federal income tax consequences relevant to a holder of the
   Depositary Shares and Common Stock that is a citizen or resident of the
   United States, or any state thereof, or a corporation or other entity created
   or organized under the laws of the United States, or any political
   subdivision thereof, or an estate or trust the income of which is subject to
   United States federal income tax regardless of source or that is otherwise
   subject to United States federal income tax on a net income basis in respect
   of the Depositary Shares and Common Stock. The following discussion does not
   consider all aspects of United States federal income tax that may be relevant
   to the purchase, ownership and disposition of the Depositary Shares and
   Common Stock by a holder in light of such holder's personal circumstances. In
   addition, the discussion does not consider the effect of any applicable
   foreign, state, local or other tax laws, or estate or gift tax
   considerations. PERSONS CONSIDERING THE PURCHASE OF THE DEPOSITARY SHARES
   SHOULD CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE
   UNITED STATES FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL
   AS ANY TAX CONSEQUENCES ARISING UNDER THE LAWS OF ANY STATE, LOCAL, OR
   FOREIGN TAXING JURISDICTION.

   INTRODUCTION

             Holders of Depositary Shares will be treated for United States
   federal income tax purposes as if they were owners of the Series D Preferred
   Stock represented by such Depositary Shares. Accordingly, holders of
   Depositary Shares will recognize the items of income, gain, loss and
   deduction that they would recognize if they directly held the Series D
   Preferred Stock. References in this "Certain Federal Income Tax Consequences"
   section to holders of Series D Preferred Stock include holders of Depositary
   Shares, and references to Depositary Shares include Series D Preferred Stock.

   DISTRIBUTIONS ON DEPOSITARY SHARES AND COMMON STOCK

             A distribution on the Depositary Shares, whether paid in cash or in
   shares of Common Stock, or a cash distribution on Common Stock will be
   taxable to the holder as ordinary dividend income to the extent that the
   amount of the distribution (i.e., the amount of cash and/or the fair market
   value of the Common Stock on the date of distribution) does not exceed the
   Company's current or accumulated earnings and profits allocable to such
   distribution (as determined for federal income tax purposes). To the extent
   that the amount of the distribution exceeds the Company's current or
   accumulated earnings and profits allocable to such distribution, the
   distribution will be treated as a return of capital, thus reducing the
   holder's adjusted tax basis in the Depositary Shares or Common Stock with
   respect

                                       29
<PAGE>
 
   to which such distribution is made. The amount of any such excess
   distribution that exceeds the holder's adjusted tax basis in the Depositary
   Shares or Common Stock will be taxed as capital gain and will be long-term
   capital gain if the holder's holding period for the Depositary Shares or
   Common Stock exceeds one year.  (A lower capital gains tax rate will apply if
   a non-corporate holder's holding period exceeds 18 months.)  A holder's
   initial tax basis in Common Stock received as a distribution on the
   Depositary Shares will equal the fair market value of the Common Stock on the
   date of the distribution. The holding period for the Common Stock will
   commence on the day following the distribution. There can be no assurance
   that the Company will have sufficient earnings and profits to cause
   distributions on the Series D Preferred Stock or Common Stock to be treated
   as dividends for federal income tax purposes. For purposes of the remainder
   of this discussion, the term "dividend" refers to a distribution paid out of
   current or accumulated earnings and profits, unless the context indicates
   otherwise. Preferred Stock Liquidated Damages should be taxed in the same
   manner as dividend distributions, except that it is possible that Preferred
   Stock Liquidated Damages might be treated as payment of a fee and hence as
   ordinary income with respect to which no dividends-received deduction is
   available.

             Pursuant to certain amendments to Section 305(c) of the Code, the
   IRS has the authority to promulgate regulations that may treat unpaid
   cumulative dividends on preferred stock as being constructively paid to the
   holder in certain circumstances, such as when there is no intention for
   dividends to be paid currently at the time of issuance of the preferred
   stock. The IRS has not yet proposed any such regulations.

             Dividends received by corporate holders will generally be eligible
   for the 70% dividends-received deduction under Section 243 of the Code. There
   are, however, many exceptions and restrictions relating to the availability
   of the dividends-received deduction, such as restrictions relating to (i) the
   holding period of the stock on which the dividends are received, (ii) debt-
   financed portfolio stock, (iii) dividends treated as "extraordinary
   dividends" for purposes of Section 1059 of the Code, and (iv) taxpayers that
   pay alternative minimum tax. Corporate holders should consult their own tax
   advisors regarding the extent, if any, to which such exceptions and
   restrictions may apply to their particular factual situations. In addition,
   new legislation requires corporate holders to satisfy a separate forty-six
   day holding period requirement with respect to each dividend in order to be
   eligible for the dividends-received deduction with respect to such dividend.
   (A two-year transitional rule applies to stock held on June 8, 1997.)

   REDEMPTION PREMIUM

             Under certain circumstances, Section 305(c) of the Code requires
   that any excess of the redemption price of preferred stock over its issue
   price be treated as constructively distributed on a periodic basis prior to
   actual receipt. However, the Company believes that a holder of the Depositary
   Shares should not be required to include any redemption premium in income
   under Section 305(c).

   ADJUSTMENT OF CONVERSION PRICE

             Treasury regulations issued under Section 305 of the Code treat
   certain adjustments to conversion provisions of stock such as the Series D
   Preferred Stock as constructive distributions of stock with respect to
   preferred stock. Such constructive distributions of stock would be taxable to
   holders of Depositary Shares as described above under the caption
   "Distributions on Depositary Shares and Common Stock." In general, any
   adjustment increasing the number of shares of Common Stock into which the
   Depositary Shares can be converted could constitute a constructive
   distribution of stock to holders of Depositary Shares unless made pursuant to
   a bona fide, reasonable adjustment formula that has the effect of preventing
   dilution of the interest of the holders of Depositary Shares. Any adjustment
   in the conversion price to compensate the holders of Depositary Shares for
   taxable distributions of cash or property on any of the outstanding Common
   Stock of the Company may be treated as a constructive distribution of stock
   to holders of Depositary Shares. The Company is unable to predict whether any
   such adjustment will be made.

                                       30
<PAGE>
 
   CONVERSION OF SERIES D PREFERRED STOCK

             No gain or loss will generally be recognized for United States
   federal income tax purposes on conversion of the Series D Preferred Stock
   solely into Common Stock. However, if the conversion takes place when there
   is a dividend arrearage on the Series D Preferred Stock, a portion of the
   Common Stock received may be treated as a taxable dividend to the extent of
   such dividend arrearage. Except for any Common Stock treated as payment of a
   dividend, the tax basis for the Common Stock received upon conversion
   (including any fractional share deemed received) will be the tax basis of the
   Series D Preferred Stock converted, and the holding period of the Common
   Stock received upon conversion (including any fractional share deemed
   received) will include the holding period of the Series D Preferred Stock
   converted into such Common Stock. The receipt of cash in lieu of a fractional
   share upon conversion of Series D Preferred Stock to Common Stock will
   generally be treated as a sale of such fractional share of Common Stock in
   which the holder will recognize taxable gain or loss equal to the difference
   between the amount of cash received and the holder's tax basis in the
   fractional share redeemed. Such gain or loss will be capital gain or loss and
   will be long-term if the holder's holding period for the fractional share
   exceeds one year.  (A lower capital gains tax rate will apply if a non-
   corporate holder's holding period exceeds 18 months.)

   CONVERSION OF SERIES D PREFERRED STOCK AFTER DIVIDEND RECORD DATE

             If a holder whose Series D Preferred Stock has not been called for
   redemption surrenders such Series D Preferred Stock for conversion into
   shares of Common Stock after a dividend record date for the Series D
   Preferred Stock but before payment of the dividend, such holder will be
   required to pay the Company an amount equal to such dividend upon conversion.
   The holder will likely recognize the dividend payment as ordinary dividend
   income when it is received and increase the basis of the Common Stock
   received by the amount paid to the Company.

   REDEMPTION, SALE OR EXCHANGE OF SERIES D PREFERRED STOCK AND SALE OR EXCHANGE
   OF COMMON STOCK

             A redemption of shares of Series D Preferred Stock for cash will be
   a taxable event.

             A redemption of shares of Series D Preferred Stock for cash will
   generally be treated as a sale or exchange if the holder does not own,
   actually or constructively within the meaning of Section 318 of the Code, any
   stock of the Company other than the Series D Preferred Stock redeemed. If a
   holder does own, actually or constructively, other stock of the Company, a
   redemption of Series D Preferred Stock may be treated as a dividend to the
   extent of the Company's allocable current or accumulated earnings and profits
   (as determined for United States federal income tax purposes). Such dividend
   treatment will not be applied if the redemption is "not essentially
   equivalent to a dividend" with respect to the holder under Section 302(b)(1)
   of the Code. A distribution to a holder will be "not essentially equivalent
   to a dividend" if it results in a "meaningful reduction" in the holder's
   stock interest in the Company. For this purpose, a redemption of Series D
   Preferred Stock that results in a reduction in the proportionate interest in
   the Company (taking into account any actual ownership of Common Stock and any
   stock constructively owned) of a holder whose relative stock interest in the
   Company is minimal and who exercises no control over corporate affairs should
   be regarded as a meaningful reduction in the holder's stock interest in the
   Company.

             If a redemption of the Series D Preferred Stock for cash is treated
   as a sale or exchange, the redemption will result in capital gain or loss
   equal to the difference between the amount of cash received and the holder's
   adjusted tax basis in the Series D Preferred Stock redeemed, except to the
   extent that the redemption price includes dividends that have been declared
   by the Board of Directors of the Company prior to the redemption. Similarly,
   upon the sale or exchange of the Series D Preferred Stock or Common Stock
   (other than in a redemption, on conversion or pursuant to a tax-free
   exchange), the difference between the sum of the amount of cash and the fair
   market value of other property received and the holder's adjusted basis in
   the Series D Preferred Stock or Common Stock will be capital gain or loss.
   This gain or loss will be long-term capital gain or loss if the holder's
   holding period for the Series D Preferred Stock or Common Stock exceeds one
   year.  (A lower capital gains tax rate will apply if a non-corporate holder's
   holding period exceeds 18 months.)

                                       31
<PAGE>
 
             If a redemption of Series D Preferred Stock is treated as a
   distribution that is taxable as a dividend, the amount of the distribution
   will be the amount of cash received by the holder. The holder's adjusted tax
   basis in the redeemed Series D Preferred Stock will be transferred to any
   remaining stock holdings in the Company, subject to reduction or possible
   gain recognition under Section 1059 of the Code with respect to the non-taxed
   portion of such dividend. If the holder does not retain any actual stock
   ownership in the Company (having a stock interest only constructively by
   attribution), the holder may lose the benefit of the basis in the Series D
   Preferred Stock.

   BACKUP WITHHOLDING

             A holder of Depositary Shares or Common Stock may be subject to
   backup withholding at the rate of 31% with respect to dividends paid on, or
   the proceeds of a redemption, sale or exchange of, the Depositary Shares or
   Common Stock, unless such holder (a) is a corporation or comes within certain
   other exempt categories and, when required, demonstrates its exemption or (b)
   provides a correct taxpayer identification number, certifies as to no loss of
   exemption from backup withholding and otherwise complies with applicable
   requirements of the backup withholding rules. A holder of Depositary Shares
   or Common Stock who does not provide the Company with the holder's correct
   taxpayer identification number may be subject to penalties imposed by the
   IRS. Any amount paid as backup withholding would be creditable against the
   holder's federal income tax liability.

                                       32
<PAGE>
 
                          THE SELLING SECURITYHOLDERS

         The following table sets forth, as of January 15, 1998 certain
information regarding the Selling Securityholders' ownership of the Company's
Depositary Shares, Series D Preferred Stock and Common Stock. Unless otherwise
disclosed in the footnotes to the table, no Selling Securityholder has held any
position, office or had any other material relationship with the Company, its
predecessors or affiliates during the past three years. All of the Depositary
Shares and shares of Series D Preferred Stock are registered in the name of
"Cede & Co." on the books of the Company's Transfer Agent. To the knowledge of
the Company, except as disclosed in the table below, the Selling Securityholders
did not own, nor have any rights to acquire, any other Depositary Shares, shares
of Series D Preferred Stock or Common Stock as of the date of this Prospectus.

<TABLE>
<CAPTION>
                            Common Stock                            Depositary Shares                 Series D Preferred Stock
                -------------------------------------  ----------------------------------------- ----------------------------------
                                             Bene-                                      Bene-                              Bene-  
                                             ficially                                   ficially                           ficially
                                             Owned                                      Owned                              Owned  
Name of                                      After                                      After    Beneficially              After   
Selling         Beneficially         Offered This      Beneficially           Offered   This     Owned Prior       Offered This    
Security-       Owned Prior to       for     Offering  Owned Prior            for       Offering to this Offering  for     Offering
holder(1)       This Offering(2)(3)  Sale    (2)(3)    to this Offering(2)    Sale      (2)      (2)(4)            Sale    (2)(4)   
- ---------       -------------------  ------- --------  -------------------    -------   -------- ----------------  ------- --------
                                                                                                 Number of Percent
                                                                                                 shares of of
                 Number     Percent                    Number of   Percent of                    Series D  Series D
                 of         of                         Depositary  Depositary                    Preferred Preferred
                 Shares     Shares                     Shares      Shares                        Stock     Stock
                 ------     -------                    ----------  ----------                    --------- ---------
<S>              <C>         <C>     <C>       <C>       <C>        <C>       <C>        <C>     <C>        <C>    <C>     <C>
Kenny ......      1,980      *       1,980      0
Securities                                  
Corp. (5)                                   
                                               
J. Michael..      1,244      *       1,244      0
Short (5)                                   

Brett B.....        344      *        344       0
Branden-                                    
berg (5)                                    
                                               
Scott M.....        258      *        258       0
Rich (5)                                    

Ray Bove....     13,501      *       13,501     0
(6)                                         
                                               
William M....    14,053      *       14,053     0
Wunderlich                                  
(6)                                         
                                               
W&B..........    27,554      *       27,554     0
Liquidation
Corp. (6)
</TABLE>

                                      33

<PAGE>
 
<TABLE>
<CAPTION>
                            Common Stock                            Depositary Shares                 Series D Preferred Stock
                -------------------------------------  ----------------------------------------- ----------------------------------
                                             Bene-                                      Bene-                              Bene-  
                                             ficially                                   ficially                           ficially
                                             Owned                                      Owned                              Owned  
Name of                                      After                                      After    Beneficially              After   
Selling         Beneficially         Offered This      Beneficially           Offered   This     Owned Prior       Offered This    
Security-       Owned Prior to       for     Offering  Owned Prior            for       Offering to this Offering  for     Offering
holder(1)       This Offering(2)(3)  Sale    (2)(3)    to this Offering(2)    Sale      (2)      (2)(4)            Sale    (2)(4)  
- ---------       -------------------  ------- --------  -------------------    -------   -------- ----------------  ------- --------
                                                                                                 Number of Percent
                                                                                                 shares of of
                 Number     Percent                    Number of   Percent of                    Series D  Series D
                 of         of                         Depositary  Depositary                    Preferred Preferred
                 Shares     Shares                     Shares      Shares                        Stock     Stock
                 ------     -------                    ----------  ----------                    --------- ---------
<S>              <C>         <C>     <C>      <C>        <C>        <C>       <C>        <C>     <C>        <C>     <C>     <C>
Donaldson,..     322,636     .0194   322,636   0          502,000    .0728     502,000    0       5,020      .0728  5,020   0
Lufkin &                                                                                                             
Jenrette                                                                                                             
Securities                                                                                                           
Corp            
                                                                                          
Hudson .....      14,783      *       14,783    0          23,000     *         23,000     0       230        *      230     0
River                                                                                                                
Trust                                                                                                                
Growth                                                                                                               
Investors                                                                                                            

Hudson .....      18,896      *       18,896    0          29,400     *         29,400     0       294        *      294     0
River                                                                                                                
Trust                                                                                                                
Growth &                                                                                                             
Income                                                                                                               
Account                                                                                                              
                                                                                                                        
Equitable....     44,090      *       44,090    0          68,600     *         68,600     0       686        *      686     0
Life                                                                                                                 
Assurance                                                                                                            
Separate                                                                                                             
Account                                                                                                              
Convertible                                                                                                          
                                                                                                                        
Memphis, ....     18,382      *       18,382    0          28,600     *         28,600     0       286        *      286     0
Light, Gas                                                                                                           
& Water                                                                                                              
Retirement                                                                                                           
Fund
                                                                                                                 
Hotel .......      6,042      *        6,042    0           9,400     *          9,400     0        94        *       94     0
Union and                                                                                                            
Industry                                                                                                             
of                                                                                                                   
Hawaii       
                                                                                                        
David .......      1,286      *        1,286    0           2,000     *          2,000     0        20        *       20     0
Lipscomb                                                                                                             
University                                                                                                           
General                                                                                                              
Endowment  
                                                                                                          
The Frist.....     4,756      *        4,756    0           7,400     *          7,400     0        74        *       74     0
Foundation
                                                                                                          
Equitable.....     3,150      *        3,150    0           4,900     *          4,900     0        49        *       49     0
Life
Assurance
Separate
Account
Balance
</TABLE>

                                      34
<PAGE>
 
<TABLE>
<CAPTION>
                            Common Stock                            Depositary Shares                 Series D Preferred Stock
                -------------------------------------  ----------------------------------------- ----------------------------------
                                             Bene-                                      Bene-                              Bene-  
                                             ficially                                   ficially                           ficially
                                             Owned                                      Owned                              Owned  
Name of                                      After                                      After    Beneficially              After   
Selling         Beneficially         Offered This      Beneficially           Offered   This     Owned Prior       Offered This    
Security-       Owned Prior to       for     Offering  Owned Prior            for       Offering to This Offering  for     Offering
holder(1)       This Offering(2)(3)  Sale    (2)(3)    to This Offering(2)    Sale      (2)      (2)(4)            Sale    (2)(4)  
- ---------       -------------------  ------- --------  -------------------    -------   -------- ----------------  ------- --------
                                                                                                 Number of Percent
                                                                                                 shares of of
                 Number     Percent                    Number of   Percent of                    Series D  Series D
                 of         of                         Depositary  Depositary                    Preferred Preferred
                 Shares     Shares                     Shares      Shares                        Stock     Stock
                 ------     -------                    ----------  ----------                    --------- ---------
<S>             <C>          <C>     <C>      <C>        <C>        <C>       <C>        <C>     <C>        <C>    <C>     <C>
Hudson .......   18,575       *       18,575    0         28,900      *        28,900        0       289      *        289   0    
River                                                                                                                             
Trust                                                                                                                             
Balanced                                                                                                                          
Account                                                                                                                           

Bankers ......   62,905       *       62,905    0         97,875      .0142    97,875        0    978.75      .0142 978.75   0    
Trust For                                                                                                                         
Chrysler                                                                                                                          
Corp Emp                                                                                                                          
#1 Pension                                                                                                                        
Plan DTD                                                                                                                          
4/1/89 (7)                                                                                                                        
                                                                                                                                  
State ........   33,726       *       33,726    0         52,475      *        52,475        0    524.75      *     524.75   0    
Street                                                                                                                            
Bank                                                                                                                              
Custodian                                                                                                                         
For GE                                                                                                                            
Pension                                                                                                                           
Trust                                                                                                                             
Global Inv                                                                                                                        
Manager                                                                                                                           
SVC                                                                                                                               
Convert (7)
                                                                                                                                  
Franklin & ...    5,046       *        5,046    0          7,850      *         7,850        0      78.5      *       78.5   0    
Marshall                                                                                                                          
College (7)
                                                                                                                                  
Chase ........  107,203       *      107,203    0        166,800      .0242   166,800        0     1,668      .0242  1,668   0    
Manhattan                                                                                                                         
NA Trustee                                                                                                                        
For IBM                                                                                                                           
Corp                                                                                                                              
Retirement                                                                                                                        
Plan Trust                                                                                                                        
DTD                                                                                                                               
12/18/45 (7)                                                                                                                      

Millennium ...   38,562       *       38,562    0         60,000      *        60,000        0       600      *        600   0    
Trading                                                                                                                           
Co., L.P. 
                                                                                                                                  
KA ...........   15,425       *       15,425    0         24,000      *        24,000        0       240      *        240   0    
Management
Limited
</TABLE>

                                      35
<PAGE>
 
<TABLE>
<CAPTION>
                            Common Stock                            Depositary Shares                 Series D Preferred Stock
                -------------------------------------  ----------------------------------------- ----------------------------------
                                             Bene-                                      Bene-                              Bene-  
                                             ficially                                   ficially                           ficially
                                             Owned                                      Owned                              Owned  
Name of                                      After                                      After    Beneficially              After   
Selling         Beneficially         Offered This      Beneficially           Offered   This     Owned Prior       Offered This    
Security-       Owned Prior to       for     Offering  Owned Prior            for       Offering to this Offering  for     Offering
holder(1)       This Offering(2)(3)  Sale    (2)(3)    to this Offering(2)    Sale      (2)      (2)(4)            Sale    (2)(4)
- ---------       -------------------  ------- --------  -------------------    -------   -------- ----------------  ------- --------
                                                                                                 Number of Percent
                                                                                                 shares of of
                 Number     Percent                    Number of   Percent of                    Series D  Series D
                 of         of                         Depositary  Depositary                    Preferred Preferred
                 Shares     Shares                     Shares      Shares                        Stock     Stock
                 ------     -------                    ----------  ----------                    --------- ---------
<S>              <C>         <C>     <C>      <C>        <C>        <C>       <C>        <C>     <C>        <C>    <C>     <C>
Oppen- .......   25,708       *    25,708      0       40,000        *        40,000        0      400       *       400        0
heimer
Variable
Account
Funds for
the
account
of Oppen-
heimer
Growth &
Income
Fund

United .......    1,729       *     1,729      0        2,690        *         2,690        0     26.9       *       26.9       0
National
Life
Insurance(8)

Lincoln ......   63,583       *    63,583      0       98,930      .0143      98,930        0    989.3     .0143    989.3       0
National
Life
Insurance(8)

Weirton ......   10,865       *    10,865      0       16,905         *       16,905        0   169.05        *     169.05      0
Trust (8)

Walker Art ...    4,162       *     4,162      0        6,475         *        6,475        0    64.75        *      64.75      0
Center (8)

High .........   77,124       *    77,124      0      120,000      .0174     120,000        0    1,200      .0174    1,200      0
bridge
Capital
Corpora-
tion

KA Trading ...   23,138       *     23,138     0       36,000         *       36,000        0      360         *       360      0
L.P.

Design .......   19,281       *     19,281     0       30,000         *       30,000        0      300         *       300      0
Professionals
Insurance
Company
</TABLE>

                                      36
<PAGE>
 
<TABLE>
<CAPTION>
                            Common Stock                            Depositary Shares                 Series D Preferred Stock
                -------------------------------------  ----------------------------------------- ----------------------------------
                                             Bene-                                      Bene-                              Bene-  
                                             ficially                                   ficially                           ficially
                                             Owned                                      Owned                              Owned  
Name of                                      After                                      After    Beneficially              After   
Selling         Beneficially         Offered This      Beneficially           Offered   This     Owned Prior       Offered This    
Security-       Owned Prior to       for     Offering  Owned Prior            for       Offering to this Offering  for     Offering
holder(1)       this Offering(2)(3)  Sale    (2)(3)    to this Offering(2)    Sale      (2)      (2)(4)            Sale    (2)     
- ---------       -------------------  ------- --------  -------------------    -------   -------- ----------------  ------- --------
                                                                                                 Number of Percent
                                                                                                 shares of of
                 Number     Percent                    Number of   Percent of                    Series D  Series D
                 of         of                         Depositary  Depositary                    Preferred Preferred
                 Shares     Shares                     Shares      Shares                        Stock     Stock
                 ------     -------                    ----------  ----------                    --------- ---------
<S>              <C>         <C>     <C>      <C>      <C>          <C>         <C>        <C>   <C>        <C>         <C>     <C>
Guaranty .....     19,281       *      19,281      0     30,000         *        30,000       0      300       *          300     0 
National
Insurance
Company

JMG ..........    154,570       *     154,570      0    240,500      .0349      240,500       0    2,405       .0349    2,405      0
Convertible
Investments
L.P.

Triton .......    148,143       *     148,143      0    230,500      .0334      230,500       0    2,305       .0334     2,305     0
Capital
Holding
LTD

Deutsche .....     80,338       *      80,338      0    125,000      .0181      125,000       0    1,250       .0181     1,250     0
Morgan
Grenfell
Inc.

Merrill ......     44,989       *      44,989      0     70,000      .0101       70,000       0      700       .0101       700     0
Lynch
Pierce
Fenner &
Smith
Inc.

Susque- ......     60,414       *      60,414      0     94,000      .0136       94,000       0      940       .0136       940     0
hanna
Capital
Group

Goods & ......      6,427       *       6,427      0     10,000          *       10,000       0      100           *       100     0
Co.

The ..........     57,843       *      57,843      0     90,000      .0130       90,000       0      900       .0130       900     0
Prudential
Series
Fund, Inc. 
High Yield
Bond
Portfolio(9)

Colonial .....     16,068       *      16,068      0     25,000          *       25,000       0      250           *       250     0
Penn
Insurance
Co.(10)
</TABLE>
 
                                      37
<PAGE>
 
<TABLE>
<CAPTION>
                            Common Stock                            Depositary Shares                 Series D Preferred Stock
                -------------------------------------  ----------------------------------------- ----------------------------------
                                             Bene-                                      Bene-                              Bene-  
                                             ficially                                   ficially                           ficially
                                             Owned                                      Owned                              Owned  
Name of                                      After                                      After    Beneficially              After   
Selling         Beneficially         Offered This      Beneficially           Offered   This     Owned Prior       Offered This    
Security-       Owned Prior to       for     Offering  Owned Prior            for       Offering to This Offering  for     Offering
holder(1)       This Offering(2)(3)  Sale    (2)(3)    to This Offering(2)    Sale      (2)      (2)(4)            Sale    (2)(4)  
- ---------       -------------------  ------- --------  -------------------    -------   -------- ----------------  ------- --------
                                                                                                 Number of Percent
                                                                                                 shares of of
                 Number     Percent                    Number of   Percent of                    Series D  Series D
                 of         of                         Depositary  Depositary                    Preferred Preferred
                 Shares     Shares                     Shares      Shares                        Stock     Stock
                 ------     -------                    ----------  ----------                    --------- ---------
<S>              <C>         <C>     <C>      <C>        <C>        <C>       <C>        <C>     <C>        <C>      <C>     <C>
Bank of ......     16,711       *      16,711     0        26,000      *        26,000      0       260        *        260     0
Tokyo-
Mitsubishi
Trust
Convertible
Bond Fund 

Forest .......     46,918       *      46,918     0        73,000    .0106      73,000      0       730      .0106      730     0
Fulcrum Fd
Ltd. 

Forest .......     62,664       *      62,664     0        97,500    .0141      97,500      0       975      .0141      975     0
Fulcrum
Fund LP

Highmark .....     19,924       *      19,924     0        31,000      *        31,000      0       310        *        310     0
Convertible
Sec. Fund

J.P ..........    128,540       *     128,540     0       200,000    .0290     200,000      0     2,000      .0290    2,000     0
Morgan 
& Co. 
Incorpo-
rated (11)

High Yield ...     77,124       *      77,124     0       120,000    .0172     120,000      0     1,200      .0172    1,200     0
Portfolio (12)

IDS Bond .....    102,832       *     102,832     0       160,000    .0232     160,000      0     1,600      .0232    1,600     0
Fund, Inc. (12)

Colonial .....     16,068       *      16,068     0        25,000      *        25,000      0       250        *        250     0
Penn Life
Insurance
Co. (10)

MFS Series ...         65       *          65     0           100      *           100      0         1        *          1     0
Trust I-
MFS
Convertible
Securities
Fund

MFS Series ...     25,644       *      25,644     0        39,900      *        39,900      0       399        *        399     0
Trust V -
MFS Total
Return Fund
</TABLE>

                                      38

<PAGE>
 
<TABLE>
<CAPTION>
                            Common Stock                            Depositary Shares                 Series D Preferred Stock
                -------------------------------------  ----------------------------------------- ----------------------------------
                                             Bene-                                      Bene-                              Bene-  
                                             ficially                                   ficially                           ficially
                                             Owned                                      Owned                              Owned  
Name of                                      After                                      After    Beneficially              After   
Selling         Beneficially         Offered This      Beneficially           Offered   This     Owned Prior       Offered This    
Security-       Owned Prior to       for     Offering  Owned Prior            for       Offering to This Offering  for     Offering
holder(1)       This Offering(2)(3)  Sale    (2)(3)    to This Offering(2)    Sale      (2)      (2)(4)            Sale    (2)(4)  
- ---------       -------------------  ------- --------  -------------------    -------   -------- ----------------  ------- --------
                                                                                                 Number of Percent
                                                                                                 shares of of
                 Number     Percent                    Number of   Percent of                    Series D  Series D
                 of         of                         Depositary  Depositary                    Preferred Preferred
                 Shares     Shares                     Shares      Shares                        Stock     Stock
                 ------     -------                    ----------  ----------                    --------- ---------
<S>              <C>         <C>   <C>      <C>        <C>        <C>       <C>        <C>     <C>        <C>    <C>     <C>

Key SBSF .....     9,641      *      9,641    0           15,000       *        15,000    0       150        *       150    0
Convertible
Securities
Fund (13)

Allstate .....    82,652      *     82,652    0          128,600     .0186     128,600    0     1,286     .0186    1,286    0
Insurance
Company

LLT ..........     5,142      *      5,142    0            8,000       *         8,000    0        80        *        80    0
Limited (14)
                                                                                                            
McMahan ......    12,854      *     12,854    0           20,000       *        20,000    0       200        *       200    0
Securities
Co. L.P. 

BT ...........    96,405      *     96,405    0          150,000     .0217     150,000    0     1,500     .0217    1,500    0
Holdings 
(New York) Inc. 

Strong .......   128,540      *    128,540    0          200,000     .0290     200,000    0     2,000     .0290    2,000    0
Total
Return
Fund, Inc. 

General ......    38,562      *     38,562    0           60,000       *        60,000    0       600        *       600    0
Motors
Retirement
Program
for
Salaried
Employees
High Yield
Account (15)

UBS ..........   120,185    *      120,185    0          187,000     .0271     187,000    0     1,870     .0271    1,870    0
Securities
LLC (16)

Eaton ........   192,810 .0116     192,810    0          300,000     .0435     300,000    0     3,000     .0435    3,000    0
Vance
Total
Return
Portfolio

Bear .........   933,137 .0560     933,137    0        1,451,900     .2104   1,451,900    0    14,519     .2104   14,519    0
Stearns
Securities
Corp. (17)
</TABLE>

                                      39
<PAGE>
 
<TABLE>
<CAPTION>
                            Common Stock                            Depositary Shares                 Series D Preferred Stock
                -------------------------------------  ----------------------------------------- ----------------------------------
                                             Bene-                                      Bene-                              Bene-  
                                             ficially                                   ficially                           ficially
                                             Owned                                      Owned                              Owned  
Name of                                      After                                      After    Beneficially              After   
Selling         Beneficially         Offered This      Beneficially           Offered   This     Owned Prior       Offered This    
Security-       Owned Prior to       for     Offering  Owned Prior            for       Offering to This Offering  for     Offering
holder(1)       This Offering(2)(3)  Sale    (2)(3)    to This Offering(2)    Sale      (2)      (2)(4)            Sale    (2)(4)   
- ---------       -------------------  ------- --------  -------------------    -------   -------- ----------------  ------- --------
                                                                                                 Number of Percent
                                                                                                 shares of of
                 Number     Percent                    Number of   Percent of                    Series D  Series D
                 of         of                         Depositary  Depositary                    Preferred Preferred
                 Shares     Shares                     Shares      Shares                        Stock     Stock
                 ------     -------                    ----------  ----------                    --------- ---------
<S>              <C>         <C>     <C>      <C>        <C>        <C>       <C>          <C>    <C>       <C>      <C>     <C>  
Paces ........    6,427         *      6,427      0        10,000        *     10,000        0      100         *     100       0
Partners 
Syndicate
Account

Robertson ....   32,135         *     32,135      0        50,000        *     50,000        0      500         *     500       0
Stephens
Growth &
Income Fund

Fidelity .....  372,766       .0224  372,766      0       580,000      .0841  580,000        0    5,800     .0841   5,800       0
Financial
Trust:
Fidelity 
Convertible
Securities
Fund (18)

Fidelity .....   10,605         *     10,605      0        16,500        *     16,500        0      165         *     165       0
Contrafund
(11)(18)

Variable .....    1,286         *      1,286      0         2,000        *      2,000        0      200         *     200       0
Insurance 
Products 
Fund II: 
Contrafund 
Portfolio (18)

DTI Fund, ....   12,854         *     12,854      0        20,000        *     20,000        0      200         *     200       0
Ltd.

Alexandra ....  117,615         *    117,615      0       183,000    .0265    183,000        0    1,830     .0265   1,830       0  
Global
Investment
Fund I,
Ltd. c/o
Alexandra
Investment
Management,
Ltd.

Cole Roesler..    6,427         *      6,427      0        10,000        *     10,000        0      100         *     100       0
Trading Group, 
L.P.

SBC Warburg...   32,135         *     32,135      0        50,000        *     50,000        0      500         *     500       0
Dillon Read
Inc.

Tribeca.......   16,068         *     16,068      0        25,000        *     25,000        0      250         *     250       0
Investments,
L.L.C.

Highbridge....  116,651         *    116,651      0       181,500      .0263  181,500        0    1,815      .0263  1,815       0
International
LDC (19)

Goldman, Sachs    9,641         *      9,641      0        15,000        *     15,000        0      150         *     150       0
& Co.

Bear Stearns     64,270         *     64,270      0       100,000      .0145  100,000        0    1,000      .0145  1,000       0  
& Co., Inc. (17)
</TABLE>

   *  Less than one percent. Based on 16,669,492 shares of common stock
      outstanding on July 31, 1997, 6,900,000 Depositary Shares outstanding on
      September 15, 1997 and 69,000 shares of Series D Preferred Stock.

 (1)  The names of additional Selling Securityholders may be provided subsequent
      hereto pursuant to Section 424(c) of the Securities Act of 1933, as
      amended.

 (2)  Under the rules of the Commission, a person is deemed to be the beneficial
      owner of a security if such person has or shares the power to vote or
      direct the voting of such security or the power to dispose or direct the
      disposition of such security. A person is also deemed to be a beneficial
      owner of any securities if that person has the right to acquire beneficial
      ownership within 60 days. Accordingly, more than one person may be deemed
      to be a beneficial owner of the same securities. Unless otherwise
      indicated by footnote, the named individuals have sole voting and
      investment power with respect to the securities beneficially owned.

 (3)  Assuming the conversion of all Depositary Shares and/or shares of Series D
      Preferred Stock. The Depositary Shares and the Series D Preferred Stock
      may not be converted into Common Stock until after October 7, 1997.

 (4)  Assuming the conversion of all Depositary Shares into shares of Series D
      Preferred Stock on the basis of one share of Series D Preferred Stock for
      each one hundred Depositary Shares.

 (5)  Selling Securityholder is a W&B Holder. These shares are not subject to an
      escrow arrangement. J. Michael Short, Brett B. Brandenberg and Scott M.
      Rich are all employees of Kenny Securities Corp.

 (6)  As of January 15, 1998, 8,424 of these shares are subject to an escrow
      arrangement and will not be available for sale until such arrangement
      terminates. Ray Bove and William M. Wunderlich are the sole shareholders
      of W&B Liquidation Corp. Since Ray Bove and William M. Wunderlich control
      W&B Liquidation Corp. all three have been listed as Selling
      Securityholders. However, only 27,554 shares are actually being
      registered.

 (7)  Palisade Capital Management, L.L.C. is the registered investment adviser
      to the Selling Securityholder and as such has shared voting and investment
      power with respect to the Securities owned by the Selling Securityholder.

                                      40

<PAGE>
 
 (8)  Lynch & Mayer, Inc. is the investment adviser to the Selling Security-
      holder and as such has shared investment power with respect to the
      Securities owned by the Selling Securityholder.

 (9)  The Prudential Insurance Company of America provides investment advisory
      services to the Selling Securityholder and may be deemed to have shared
      voting and investment power with respect to the Securities owned by the
      Selling Securityholder.

(10)  The Palladin Group L.P. by Palladin Capital Management LLC is the
      investment adviser to the Selling Securityholder and as such has shared
      voting and investment power with respect to the Securities owned by the
      Selling Securityholder.

(11)  The Selling Securityholder currently holds more than one percent of the
      shares of Common Stock of the Company. These shares are not subject to
      this registration statement.

(12)  American Express Financial Corporation, a wholly-owned subsidiary of
      American Express Company, provides investment advisory services to the
      Selling Securityholder.

(13)  Key Asset Management, Inc. is the agent of the Selling Securityholder as
      as such has shared voting and investment power with respect to the
      Securities owned by the Selling Securityholder.

(14)  Forest Investment Management, L.P. is an investment adviser to the Selling
      Securityholder and as such has shared investment power with respect to the
      Securities owned by the Selling Securityholder.

(15)  The Prudential Insurance Company of America provides investment management
      services to the Selling Securityholder and may be deemed to have shared
      voting and investment power with respect to the Securities owned by the
      Selling Securityholder.

(16)  The Selling Securityholder is a market maker with respect to the Common
      Stock of the Company and at any time may hold a short or long position in
      such Common Stock.

(17)  Bear Stearns & Co., Inc. provides investment banking services to the
      Company and was one of two initial purchasers in a private placement by
      the Company of the Securities. The Securities held by Bear, Stearns & Co.
      Inc. were acquired from time to time after the initial placement of the
      Securities in its capacity as a broker dealer or market maker. Bear,
      Stearns & Co. Inc. is a registered broker dealer and may be deemed to be
      an underwriter within the meaning of the Securities Act of 1933, as
      amended, with respect to any Securities sold by it hereunder.
      Additionally, Bear Stearns & Co., Inc. has acted as lead manager in
      connection with the initial offering of other securities of the Company.

(18)  Fidelity Management & Research Company, a wholly-owned subsidiary of FMR
      Corp., provides investment advisory services to the Selling Shareholder.

                                      41
<PAGE>
 
     
        The Common Stock and Depositary Shares owned by the Selling
   Securityholders and the Dividend Shares issuable by the Company represent all
   of the securities covered by the Registration Statement. The Depositary
   Shares were originally issued by the Company and purchased by the Initial
   Purchasers in the July 9 Equity Offering. The Initial Purchasers, in turn,
   resold the Depositary Shares in private sales pursuant to exemption from
   registration under the Securities Act of 1933, as amended. W&B Holders
   acquired the 31,380 shares of Common Stock constituting the Universal Shares
   from the Company in connection with the acquisition by the Company of
   Universal.


                              PLAN OF DISTRIBUTION

        The Company will not receive any proceeds from the sale of the
   Securities or the issuance of the Dividend Shares offered hereby. The
   Dividend Shares may be issued by the Company in lieu of cash from time to
   time to holders of record of the Series D Preferred Stock, all in accordance
   with the Certificate of Designation, during the two year period commencing on
   the date of this Prospectus. See "Description of Preferred Stock--Dividends."
   The Securities may be sold from time to time to purchasers directly by the
   Selling Securityholders. Alternatively, the Selling Securityholders may from
   time to time offer the Securities through brokers, dealers or agents who may
   receive compensation in the form of discounts, concessions or commissions
   from the Selling Securityholders and/or the purchasers of the Securities for
   whom they may act as agent. The Selling Securityholders and any such brokers,
   dealers or agents who participate in the distribution of the Securities may
   be deemed to be "underwriters", and any profits on the sale of the Securities
   by them and any discounts, commissions or concessions received by any such
   brokers, dealers or agents might be deemed to be underwriting discounts and
   commissions under the Securities Act. To the extent the Selling
   Securityholders may be deemed to be underwriters, the Selling Securityholders
   may be subject to certain statutory liabilities of the Securities Act,
   including, but not limited to, Sections 11, 12 and 17 of the Securities Act
   and Rule 10b-5 under the Exchange Act.

        The Securities offered hereby may be sold by the Selling Securityholders
   from time to time in one or more transactions at fixed prices, at prevailing
   market prices at the time of sale, at varying prices determined at the time
   of sale or at negotiated prices. The Securities may be sold by one or more of
   the following methods, without limitation: (a) a block trade in which the
   broker or dealer so engaged will attempt to sell the Securities as agent but
   may position and resell a portion of the block as principal to facilitate the
   transaction: (b) purchases by a broker or dealer as principal and resale by
   such broker or dealer for its account pursuant to this Prospectus; (c)
   ordinary brokerage transactions and transactions in which the broker solicits
   purchasers; (d) an exchange distribution in accordance with the rules of such
   exchange; (e) face-to-face transactions between sellers and purchasers
   without a broker-dealer; (f) through the writing of options; and (g) other.
   At any time a particular offer of the Securities is made, a revised
   Prospectus or Prospectus Supplement, if required, will be distributed which
   will set forth the aggregate amount and type of Securities being offered and
   the terms of the offering, including the name or names of any underwriters,
   dealers or agents, any discounts, commissions and other items constituting
   compensation from the Selling Securityholders and any discounts, commissions
   or concessions allowed or reallowed or paid to dealers. Such Prospectus
   Supplement and, if necessary, a post-effective amendment to the Registration
   Statement of which this Prospectus is a part, will be filed with the
   Commission to reflect the disclosure of additional information with respect
   to the distribution of the Securities. In addition, the Securities covered by
   this Prospectus may be sold in private transactions or under Rule 144 rather
   than pursuant to this Prospectus.     

        To the best knowledge of the Company, there are currently no plans,
   arrangements or understandings between any Selling Securityholders and any
   broker, dealer, agent or underwriter regarding the sale of the Securities by
   the Selling Securityholders. There is no assurance that any Selling
   Securityholder will sell any or all of the Securities offered by it hereunder
   or that any such Selling Securityholder will not transfer, devise or gift
   such Securities by other means not described herein.
    
        The Selling Securityholders and any other person participating in such
   distribution will be subject to applicable provisions of the Exchange Act and
   the rules and regulations thereunder, including, without limitation,
   Regulation M, which may limit the timing of purchases and sales of any of the
   Securities by the Selling Securityholders and any other such person.
   All of the foregoing may      

                                      42

<PAGE>
 
   affect the marketability of the Securities and the ability of any person or
   entity to engage in market-making activities with respect to the Securities.

        Pursuant to (1) the Preferred Stock Registration Rights Agreement
   entered into in connection with the offer and sale of the Depositary Shares
   by the Company and (2) section 7.6(c) of the Asset Acquisition Agreement in
   connection with the acquisition of the Universal Shares, each of the Company
   and the applicable Selling Securityholders will be indemnified by the other
   against certain liabilities, including certain liabilities under the
   Securities Act, or will be entitled to contribution in connection therewith.
   The Company has agreed to pay substantially all of the expenses incidental to
   the registration, offering and sale of the Securities to the public other
   than commissions, fees and discounts of underwriters, brokers, dealers and
   agents.



                                      LEGAL MATTERS

        The legality of the securities offered hereby has been passed upon for
   the Company by Kronish, Lieb, Weiner & Hellman LLP, 1114 Avenue of the
   Americas, New York, New York 10036-7798. Ralph J. Sutcliffe, a partner of
   Kronish, Lieb, Weiner & Hellman LLP, beneficially owns 6,745 shares of the
   Common Stock.


                                    EXPERTS

        The consolidated financial statements and schedule of Intermedia
   Communications Inc. appearing in Intermedia Communication Inc.'s Annual
   Report (Form 10-K) for the year ended December 31, 1996, have been audited by
   Ernst & Young LLP, independent certified public accountants, as set forth in
   their report thereon included therein and incorporated herein by reference.
   Such consolidated financial statements and schedule are incorporated herein
   by reference in reliance upon such report given the authority of such firm as
   experts in accounting and auditing.
 
        The consolidated financial statements of DIGEX, Incorporated, appearing
   in DIGEX, Incorporated's Annual Report (Form 10-KSB) for the year ended
   December 31, 1996, have been audited by Ernst & Young, LLP, independent
   auditors, as set forth in their report thereon included therein and
   incorporated herein by reference.  Such consolidated financial statements are
   incorporated herein by reference in reliance upon such report given the
   authority of such firm as experts in accounting and auditing.

                                      43



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